Flat Glass Group Co., Ltd.

Articles of Association

June 2016

Chapter 1 General Provisions............................................................................................. 2 Chapter 2 Objective and Scope of Business ...................................................................... 4 Chapter 3 Shares and Registered Capital ........................................................................... 4 Chapter 4 Decrease and Buyback of Shares ..................................................................... 23 Chapter 5 Financial Assistance to Acquire Shares of the Company ................................. 26 Chapter 6 Shares and Shareholders’ Register ................................................................... 27 Chapter 7 Rights and Obligations of Shareholders .......................................................... 33 Chapter 8 General Meetings............................................................................................. 37 Chapter 9 Special Voting Procedures for Class Shareholders .......................................... 35 Chapter 10 Board of Directors ......................................................................................... 38 Chapter 11 Secretary to the Board of Directors ............................................................... 46 Chapter 12 General Manager of the Company ................................................................. 47 Chapter 13 Supervisory Committee ................................................................................. 48 Chapter 14 Qualifications and Duties of Directors, Supervisors, General Manager and Other Senior Executives of the Company ........................................................................ 51 Chapter 15 Financial Accounting System and Profit Distribution ................................... 60 Chapter 16 Appointment of Certified Public Accountants ............................................... 64 Chapter 17 Merger and Division of the Company ........................................................... 67 Chapter 18 Dissolution and Liquidation of the Company ................................................ 68 Chapter 19 Procedure for Amending Articles of Association .......................................... 71 Chapter 20 Notice ............................................................................................................ 72 Chapter 21 Settlement of Disputes ................................................................................... 73 Chapter 22 Supplementary Provisions ............................................................................. 75

ARTICLES OF ASSOCIATION

of

FLAT GLASS GROUP CO., LTD.

Chapter 1 General Provisions

Article 1 The Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as the “Special Regulations”), the Mandatory Provisions for Articles of Association of Companies Listed Overseas (hereinafter referred to as the “Mandatory Provisions”), Letter of Opinions on Supplementary Amendments to Articles of Association of Companies to be Listed in Hong Kong (hereinafter referred to as the “Opinions on Supplementary Amendments”) , Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”) and other relevant requirements, with an aim to safeguard the legal interests of Flat Glass Group Co., Ltd. (hereinafter referred to as the “Company” or “the Company”), its shareholders and creditors and regulate the organization and conduct of the Company.

The Company is incorporated as a joint stock limited company in accordance with the Company Law , Special Provisions and other relevant PRC laws and administrative regulations.

The Company is a joint stock limited company established on 29 December 2005 by the promoters under the overall change of original Zhejiang Flat Glass & Mirror Ltd.. The Company was registered with the Zhejiang Provincial Administration for Industry & Commerce.

The promoters of the Company are: Ruan Hongliang, Jiang Jinhua, Ruan Zeyun,

Zheng Wenrong, Shen Fuquan, Zhu Quanming, Wei Yezhong, Shen Qifu, Tao Hongzhu and Wei Shutao.

Article 2 Registered name of the Company:

Chinese name: 福萊特玻璃集團股份有限公司

English name: FLAT GLASS GROUP CO., LTD.

Article 3 Address of the Company: No. 1999, Yunhe Road, Xiuzhou District, Jiaxing City, Zhejiang Province

Postal Code: 314001;

Telephone number: (86573) - 82793999

Facsimile number: (86573) – 82793015.

Article 4 The legal representative of the Company is the chairman of the Board.

Article 5 The Company is a joint stock limited company having perpetual existence.

Article 6 The Articles of Association are passed by a special resolution on the general meeting, and will be effective on the day of the Company’s Overseas Listed Foreign Shares being listed and traded on The Stock Exchange of Hong Kong Limited (hereinafter referred as “Hong Kong Stock Exchange”). Upon the effective day of the Articles of Association, the existing Articles of Association of the Company will lapse automatically.

From the date on which the Articles of Association came into effect, the Articles of Association constitute a legally binding document regulating our organization and activities, and the rights and obligations between the Company and each shareholder and among the shareholders themselves.

Article 7 The Articles of Association shall also be legally binding on the Company and its shareholders, Directors, Supervisors and senior management, who shall have the right to make any claims and propositions regarding the Company’s affairs in accordance with the Articles of Association.

Without violation of the regulation as prescribed in Article 191 of the Articles of Association, pursuant to the Articles of Association, the shareholders may pursue actions against the Company, other shareholders and the Company’s directors,

supervisors, general manager and other senior executives; pursuant to the Articles of Association, the Company may pursue actions against the shareholders.

The actions, as referred to in the preceding paragraph, include the instituting of legal proceedings with a court or filing with an arbitral authority for arbitration.

Article 8 The Company may invest in other limited liability companies. Unless otherwise specified by laws, the Company shall not be the capital contributor bearing joint liability associated with the debts of the invested enterprises.

Chapter 2 Objective and Scope of Business

Article 9 The business objective of the Company is to achieve customer orientation, faithful cooperation and mutual benefit.

Article 10 The business scope of the Company shall be as approved by the company examination and approval authority and industrial and commercial administration authority.

The business scope of the Company includes: manufacture of special glass, mirror and glass products; wholesale of construction materials and precious metals; loading/unloading wharf cargo service; import and export business of glass, mirrors, equipment, raw materials of glass and related supplementary materials and glass furnace materials. (The Company operates with appropriate qualifications.)

Chapter 3 Shares and Registered Capital

Article 11 The Company shall have ordinary shares at all times; with the approval of the company examination and approval authority authorized by the State Council, the Company may have other forms of shares when needed.

Article 12 All shares issued by the Company shall have par values, with each share having a par value of RMB 0.25.

RMB referred to in the preceding paragraph refers to the statutory currency of the PRC.

Article 13 The stock of the Company shall take the form of shares. The Company may offer its shares to both domestic and foreign investors with the approval of the relevant securities regulatory authority under the State Council. The Company shall issue shares in a fair and just manner, and each share of the same category shall have the same right. All shares of the same category issued at the same time shall be issued under the same conditions and at the same price; any entity or individual shall pay the same price for each share.

Foreign investors referred to in the preceding paragraph shall mean those investors in foreign countries, Hong Kong, Macau or Taiwan who subscribe for shares of the Company. Domestic investors shall mean those investors in the PRC, excluding the aforementioned regions, who subscribe for shares of the Company.

Article 14 Shares that the Company issues to domestic investors for subscription in RMB shall be known as domestic shares. Shares that the Company issues to foreign investors for subscription in foreign currencies as well as shares holding by foreign investors and shares transferred by shareholders holding domestic shares in the Company shall be known as foreign shares. Foreign shares offered and listed overseas shall be called overseas listed foreign shares.

Foreign currency referred to in the preceding paragraph refers to the statutory currency, other than RMB, of another country or region, which is recognized by the foreign exchange authority of the state and can be used to pay the Company for the shares.

The overseas listed foreign shares offered by the Company on the Hong Kong Stock Exchange shall be called H shares, i.e. shares which have been admitted for listing on the Hong Kong Stock Exchange, the par value of which is denominated in RMB and which are subscribed for and traded in Hong Kong dollars. Upon approval by the State Council or the securities regulatory authority under the State Council and agree by the Hong Kong Stock Exchange, the domestic shares may transfer to H shares which may be circulated on the Hong Kong Stock Exchange.

Both holders of domestic shares and holders of foreign shares are ordinary shareholders and shall have the same rights and obligations. The domestic shares issued by the Company and the foreign shares listed overseas shall have the same right with respect of any part in mode of dividend or any other form.

Article 15 Approved by the company-approval department authorized by the State Council, the Company issued 70,000,000 shares (with nominal value of RMB 1 per share), all of which have been subscribed and held by the promoters at the time of the Company’s incorporation.

The promoters of the Company are comprised of ten natural persons such as Mr. Ruan Hongliang. When the Company was promoted as a stock corporation, the registered capital of the Company was RMB70 million and the total share capital was 70,000,000 shares, the shareholdings of the promoters were as follows:

*No.* *Name of* *shareholder* 1 Ruan Hongliang 2 Jiang Jinhua 3 Ruan Zeyun 4 Zheng Wenrong 5 Shen Fuquan 6 Zhu Quanming 7 Wei Yezhong 8 Shen Qifu 9 Tao Hongzhu 10 Wei Shutao Total	*Amount of* *capital* *contributed(RM* *B'000)* 24,500 17,500 17,500 3,150 2,100 2,100 1,050 700 700 700 70,000	*Percentage* of *contribution* *(%)* *Contribution* *method* *Date of* *contribution* 35.0 Cash December 2005 25.0 Cash December 2005 25.0 Cash December 2005 4.5 Cash December 2005 3.0 Cash December 2005 3.0 Cash December 2005 1.5 Cash December 2005 1.0 Cash December 2005 1.0 Cash December 2005 1.0 Cash December 2005 100

Article 16 The total number of ordinary shares issued by the Company upon approval at the time of the Company’s incorporation is 30 million (RMB 1 per share), which have been subscribed by Ruan Hongliang and other thirteen shareholders in April 2007. The total number of share is changed to 100 million; the Company took over Jiaxing City Fute Safety Glass Co., Ltd in August 2008 and the total number of share is changed to 100.5 million; in July 2009, the conversion of undistributed profit into share capital changed the total number of share into 107.535 million; in September 2009, 4.965 million shares were issued to Ruan Zeyun and other nine

persons (RMB 1 per share), with the total number of share capital is 112.50 million shares; in December 2010, 7.3 million ordinary shares (RMB 1 per share) were issued to Boxin Growth (Tianjin) Equity Investment Fund Partnership (Limited Partnership) and other four investment institutions, with the total number of share capital of 119.8 million; in March 2011, the Company caused the conversion of undistributed profit into share capital which changed the Company’s registered capital into 239.6 million shares; in June 2011, the Company caused the conversion of undistributed profit into share capital which changed the Company’s registered capital into 359.4 million; and in July 2014, the registered capital was decreased into 21.9 million shares, with the total number of share capital into 337.5 million.

Upon approved by the securities regulatory authority under the State Council, the Company may issue not more than 450 million overseas-listed foreign shares and initial public offering on Hong Kong Stock Exchange with RMB 0.25 per share.

After completion of the above mentioned issuance (including full exercise of over-allotment option), the structure of shares is: 1,350,000,000 ordinary shares. Of which: 439,358,400 shares were issued to the promoter Ruan Hongliang; 350,532,000 shares were issued to the promoter Ruan Zeyun; 324,081,600 shares were issued to the promoter Jiang Jinhua; 57,780,000 shares were issued to the promoter Zheng Wenrong; 38,520,000 shares were issued to the promoter Shen Fuquan; 38,520,000 shares were issued to the promoter Zhu Quanming; 19,260,000 shares were issued to the promoter Wei Yezhong; 12,840,000 shares were issued to the promoter Tao Hongzhu; 12,840,000 shares were issued to the promoter Shen Qifu; 56,268,000 shares were issued to other holders of domestic shares; and 450,000,000 shares were issued to overseas-listed foreign shares Shareholders. The total share capital of the Company is 1,800,000,000 shares.”

Article 17 The Board of the Company may make arrangement for the Company’s separate issuance of overseas listed foreign shares and domestic shares according to the issue scheme approved by the securities regulatory authority under the State Council.

According to the aforesaid scheme for separate issuance of overseas listed foreign shares and domestic shares, the Company may issue the shares separately within 15 months after approval of the securities regulatory authority under the State Council.

Article 18 If the Company separately issues overseas listed foreign shares and 21

domestic shares within the total number specified in the issue scheme, the said shares shall be issued respectively at one time; if it is impossible for the shares to be issued at one time for special reasons, the shares may be issued by several times upon approval by the securities regulatory authorities of the State Council.

Article 19 Upon completion of the aforesaid issuance of overseas listed foreign shares, the registered capital of the Company is RMB 450,000,000.

Article 20 The Company may increase capital based on the needs of operation and development and in accordance with the Articles of Association.

The Company may increase its capital by:

(I) Offer of new shares to unspecified investors;
(II) Placement of new shares to existing shareholders;
(III) Offer of new shares to existing shareholders;
(IV) Offer of new shares to specified investors;
(V) Conversion of capital reserve into share capital; or
(VI) Other means stipulated by laws and administrative regulations and
approved by the securities authority under the State Council.

Issuance of new shares by the Company shall be subject to approval as specified in the Articles of Association and follow the procedure specified in the relevant laws and administrative regulations of the state and the place of listing for the shares of the Company.

The Company shall register the change of registered capital or equity with the industrial and commercial administration authority and make announcement according to the Listing Rules.

Article 21 Save as otherwise specified by laws, administrative regulations and relevant provisions of the Hong Kong Stock Exchange, the Company’s shares may be transferred freely and shall not be subject to any lien. Transfer of the overseas-listed foreign shares listed on the Hong Kong Stock Exchange shall be registered with a Hong Kong securities registry entrusted by the Company. The Company shall indicate and promote stock transfer registration; refuse the subscription, purchase or transfer of shares by any individual holder’s name for registration, unless such individual holder submits the transfer form bearing signatures to the stock transfer registration agency.

Article 22 Subject to the approval from examination and approval authorities authorized by the State Council, the stocks holding by domestic share shareholders

shall have the right to cause listing or transfer the stocks at overseas securities exchange stock. Such listing or transfer shall not need voting at the company’s class meeting; however, it shall comply with the supervision procedure, regulations and requirements of overseas securities exchange stock.

Chapter 4 Decrease and Buyback of Shares

Article 23 The Company may decrease its registered capital in accordance with the Articles of Association. The Company shall decrease its registered capital pursuant to the Company Law , other relevant regulations and the Articles of Association.

Article 24 The Company shall prepare a balance sheet and a list of property inventory when decreasing its registered capital.

The Company shall notify all creditors within 10 days after adoption of the resolution to decrease the registered capital and shall make announcements in newspapers within 30 days. The creditors shall have the right to require the Company to repay debts or provide corresponding guarantees for debt repayment within 30 days after receipt of the notice or within 45 days after the announcement if the creditors haven’t received the notice.

The Company’s registered capital shall not, upon the decrease of capital, be less than the statutory minimum limit.

Article 25 The Company may, in the following circumstances, buy back its outstanding shares following the legal procedure specified in the Articles of Association, administrative regulations, Listing Rules and with approval from the regulatory authority of the state:

(I) When cancelling shares for decrease of the registered capital of the Company;

(II) When merging with other companies holding shares of the Company;

(III) When awarding shares to employees of the Company;

(IV) When shareholders objecting to resolutions of the general meeting concerning merger or division of the Company require the Company to buy their shares; or

(V) In other circumstances stipulated by laws and administrative regulations.

Article 26 The Company may buy back its shares in any of the following ways upon approval by the regulatory authority of the state:

(I) Issuing a buyback offer to all shareholders according to an equal percentage;

(II) Buying back through open transaction in the stock exchange;

(III) Buying back through agreement outside the stock exchange; or

(IV) Other modes as approved by the competent authority concerned.

Article 27 In buying back shares through agreement outside the stock exchange, the Company shall seek prior approval at a general meeting in accordance with the Articles of Association. With prior approval at the general meeting in the same way, the Company may cancel or change the contract already concluded in the aforesaid manner or waive any right under the contract.

The share buyback contract mentioned in the preceding paragraph includes (but is not limited to) agreement to undertake share buyback obligations and obtain share buyback rights.

The Company shall not transfer the share buyback contract or any right thereunder.

As far as the Company’s right to repurchase the redeemable shares is concerned:

(I) The price shall not exceed certain upper limit if such shares are not repurchased in the market or by bidding;

(II) Whereas in the event of repurchase by bidding, relative bids must be equally issued to all its shareholders.

Article 28 Buyback of the Company’s shares for reasons set out in (I) to (III) of Article 24 of the Articles of Association shall be subject to resolution at a general meeting. After the Company has bought back its shares in accordance with Article 24 of the Articles of Association, such shares shall be cancelled within 10 days after buyback in the circumstance set out in (I), or shall be transferred or cancelled within six months in the circumstances set out in (II) and (IV).

Shares bought back by the Company as per (III) of Article 24 of the Articles of Association shall not exceed 5% of the total outstanding shares of the Company; the buyback cost shall be covered by the after-tax profit of the Company; and the shares bought back shall be transferred to employees within one year.

After buying back shares according to laws, the Company shall deregister the said shares before the deadline specified by the relevant laws and administrative regulations, and have the change of the registered capital registered with the original

company registration authority.

The aggregate par value of the cancelled shares shall be deducted from the Company’s registered capital.

Article 29 Unless the Company is under liquidation, the Company shall observe the following regulations when buying back its outstanding shares:

(I) If the Company buys back shares at par value, the payment shall be deducted from the book balance of distributable profit of the Company and the proceeds from issuance of new shares for buying back old shares;

(II) If the Company buys back shares above par value, the part equivalent to the par value shall be deducted from the book balance of distributable profit of the Company and the proceeds from issuance of new shares for buying back old shares; the part above the par value shall be processed as follows:

Deducted from the book balance of distributable profit of the Company if the shares bought back were issued at par value;
Deducted from the book balance of distributable profit of the Company and the proceeds from issuance of new shares for buying back old shares if the shares bought back were issued above par value; but the amount deducted from the proceeds from issuance of new shares shall not exceed the total premium obtained at the time of issuance of the shares bought back and shall not exceed the amount (including premium from issuance of new shares) in the premium account (or capital reserve account) of the Company at the time of buyback;

(III) The monies paid by the Company for the following purposes shall be deducted from the distributable profits of the Company:

Acquiring the right to buy back its shares;
Changing the share buyback contract;
Cancelling its obligations under the share buyback contract.

(IV) After the par value of the cancelled shares is deducted from the registered capital of the Company pursuant to relevant regulations, the amount deducted from the distributable profit for paying the par value of the shares bought back shall be stated in the premium account (or capital reserve account) of the Company.

Chapter 5 Financial Assistance to Acquire Shares of the Company

Article 30 The Company or its subsidiaries shall not at any time or in any form provide any financial assistance to purchasers or potential purchasers of the Company’s shares. The aforesaid purchasers include persons directly or indirectly undertaking obligations because of the purchase of the Company’s shares.

The Company or its subsidiaries shall not at any time or in any form provide any financial assistance to the aforesaid obligors for the purpose of reducing or discharging their obligations.

The provisions herein do not apply to the circumstances set out in Article 31 of this Chapter.

Article 31 Financial assistance referred to in this Chapter includes (but is not limited to) the following:

(I) Gift;

(II) Guarantee (including the case where the guarantor undertakes liability or provides property to ensure fulfillment of obligations by the obligor), compensation (excluding compensation for the Company’s own error), termination or waiver of rights;

(III) Provision of loan or execution of contract under which the Company fulfils obligations prior to other parties, change of the said loan and the parties to the contract, and transfer of the said loan and rights under the contract; and

(IV) Provision of any other form of financial assistance when the Company is insolvent has no net assets or its net assets are likely to decrease significantly.

Obligations referred to herein include the obligations undertaken by the obligor for entering into a contract or making an arrangement (regardless whether the said contract or arrangement is enforceable or whether it is undertaken by the obligor individually or jointly with others) or for changing his financial position in any form.

Article 32 The following acts are not deemed as prohibited under Article 29 of this Chapter:

(I) The Company provides the relevant financial assistance truthfully in the interest of the Company and the said financial assistance is not mainly intended to buy back the Company’s shares or the said financial assistance is part of a general plan of

the Company;

(II) The Company distributes its properties as dividends in accordance with the law

(III) The Company distributes shares as dividends;

(IV) The Company decreases the registered capital, buys back shares and adjusts the equity structure in accordance with the Articles of Association;

(V) The Company, within its business scope, provides loan for its normal business operations (but such financial assistance shall not give rise to a decrease of the net assets of the Company, or despite a decrease, such financial assistance is deducted from the distributable profit of the Company); and

(VI) The Company provides loan for the employee stock ownership plan (but such financial assistance shall not give rise to a decrease of the net assets of the Company, or despite a decrease, such financial assistance is deducted from the distributable profit of the Company).

Chapter 6 Shares and Shareholders’ Register

Article 33 The Company’s shares are all registered shares.

Matters specified in the Company’s shares shall include:

(I) Company name;

(II) Date of incorporation of the Company;

(III) Type of shares, par value and number of shares represented;

(IV) Stock number;

(V) Other matters to be specified pursuant to the Company Law, Special Provisions, Article 19A. 52 of Listing Rules and as required by the stock exchange on which the Company’s shares are listed.

During the period when overseas foreign shares are listed on the Hong Kong Stock Exchange, the Company shall ensure all listing documents and ownership certificates of all its shares listed on the Hong Kong Stock Exchange (including overseas foreign shares listed on the Hong Kong Stock Exchange) shall include the

following statements, and shall instruct and promote its share registrar to reject any subscription, purchase or transfer of the shares registered in the name of any individual holder, unless and until the said individual holder has submitted to the said share registrar the signed form relating to the said shares, which form shall include the following statements:

(I) The share buyer agrees with the Company and each of its shareholders, and the Company agrees with each shareholder to observe and comply with the Company Law, Special Provisions, other relevant laws, administrative regulations and the Articles of Association.

(II) The share buyer agrees with the Company and the Company’s each shareholder, director, supervisor, general manager and senior executive, and the Company acting on its behalf and for each director, supervisor, general manager and senior executive agrees with each shareholder, to refer all disputes or claims arising from the Articles of Association or from the rights or obligations specified in the Company Law or other relevant laws or administrative regulations with respect to the Company’s affairs to arbitration in accordance with the Articles of Association, and that any reference to arbitration shall be deemed to authorize the arbitration tribunal to conduct a public hearing in open session and to publish its arbitration award, and the arbitration award shall be final and conclusive.

(III) The share buyer agrees with the Company and each of its shareholders that the shares of the Company can be transferred freely by the holders.

The share buyer authorizes the Company to conclude contract on his behalf with each director, general manager and senior executive, who shall undertake to observe and fulfill duties for shareholders as specified in the Articles of Association.

Article 34 The Company’s stocks may be transferred, gifted, inherited and pledged pursuit to the relevant laws, administrative regulations, department rules and the Article of Association.

The transfer of stocks requires registration at the stock registration organ entrusted by the Company.

Article 35 The Company does not accept the shares of the Company as the subject matter of any pledge.

Article 36 Shares shall be signed by the chairman of the Board. Other relevant senior executives of the Company shall also sign the shares if required by the stock

exchange with which the Company’s shares are listed. The shares shall come into effect after stamping or printing of the corporate seal on the shares. The shares shall only be stamped with the corporate seal under the authorization of the Board. The signature of the chairman or other relevant senior executive of the Company may also be printed on the shares.

Article 37 The Company shall establish a shareholders’ register recording the following matters:

(I) Names (titles), addresses (domiciles), occupations or features of the shareholders;

(II) Type and number of shares held by the shareholders;

(III) Monies paid or payable for the shares held by the shareholders;

(IV) The serial numbers of the shares held by the shareholders;

(V) Date on which the shareholders are registered as shareholders; and

(VI) Date on which the shareholders terminate as shareholders.

The shareholders’ register is a sufficient evidence of the shareholders’ shareholdings in the Company unless there is evidence to the contrary.

Article 38 The Company may keep overseas the register of holders of overseas listed foreign shares and entrust it to the care of an overseas agency in accordance with the understanding and agreement reached between the securities regulatory authority under the State Council and the overseas securities regulatory authority. The original register of holders of Hong Kong-listed foreign shares shall be kept in Hong Kong.

A copy of the register of holders of overseas listed foreign shares shall be made available at the Company’s domicile; the appointed foreign agency shall at any time ensure the original and the copy of the register of holders of overseas-listed foreign shares are consistent.

In the event that the records in the original and the copy of the register of holders of overseas-listed foreign shares are inconsistent, the original shall prevail.

Article 39 The Company shall keep a complete shareholders’ register.

The shareholders’ register shall include the following parts:

(I) Shareholders’ register kept at the domicile of the Company, save as specified

in (II) and (III) herein;

(II) The Company’s register of holders of overseas listed foreign shares kept in the place of the overseas stock exchange where the shares are listed; and

(III) Shareholders’ register that the Board decides to keep in other place for the purpose of listing the shares of the Company.

Article 40 The respective parts of the shareholders’ register shall not overlap each other. In the event of transfer of shares registered in a specific part of the shareholders’ register, the said shares shall not be registered in any other part of the shareholders’ register in the duration of the registration of the said shares. This article does not apply to registration of change of the shareholders’ register when new shares are issued subject to Article 20 of the Article of Association.

Alterations or corrections to each section of the register of shareholders shall be made in accordance with the laws of the place where each section of the register of shareholders is kept.

All overseas-listed foreign shares listed on the Hong Kong Stock Exchange for which full payment has been made may be transferred freely in accordance with the Articles of Association; save under the following conditions, the Board may refuse to recognize any transfer instrument without providing any reason:

(I) The transfer instrument and other instruments relating to the ownership of any share or affecting transfer of the share ownership shall be registered, and relevant payment shall be made to the Company according to the expense standard specified in the Listing Rules of the Hong Kong Stock Exchange to register the documents of share transfer and other share ownership documents with respect to or influence the ownership of the shares;

(II) The transfer instrument only involves overseas-listed foreign shares listed in Hong Kong;

(III) Stamp tax has been paid for the transfer instrument;

(IV) Relevant shares and other evidence reasonably required by the Board to prove that the transferor has the right to transfer the said shares have been submitted;

(V) If the shares are intended to be transferred to joint holders, the number of the registered joint shareholders shall not exceed four; and

(VI) The relevant shares are not subject to lien of any company.

Should the Company refuse to register any transfer of shares, it shall, within two months from the date of the formal application for the transfer, provide the transferor and the transferee with a written notice stating its refusal of registration of such transfer.

Transfer of all overseas listed foreign shares listed in Hong Kong shall be executed with a written transfer instrument in a general or common format or any other format accepted by the Board; the said transfer instrument may be signed by hand without the seal. If the transferor or the transferee is a recognized clearing house as defined in relevant ordinances that take effect from time to time in accordance with Hong Kong laws (“recognized clearing house”) or proxy thereof as defined in Regulation of Hong Kong Securities and Futures (Chapter 571 of Hong Kong law), the transfer form can be signed by hand or print. All transfer instruments shall be kept at the legal address of the Company or other place designated by the Board from time to time.

Article 41 Shares already issued by the Company before public offering shall not be transferred within one year after the shares of the Company are listed on the stock exchange.

The directors, supervisors and senior executives shall report to the Company about their shareholdings and changes thereof and shall not transfer more than 25% of their shares per annum during their terms of office; the shares they hold in the Company shall not be transferred within one year after the shares of the Company are listed. The aforesaid persons shall not transfer their shares in the Company within half a year after they terminate service with the Company, except for the regulations with respect to transfer restrains of shares listed overseas as prescribed in the relevant regulations of the stock exchange at the location where the Company’s shares are listed.

Article 42 Change of the shareholders’ register arising from share transfer shall not be registered within 30 days before convening of a general meeting or within five days prior to the benchmark date on which the Company decides to distribute dividends.

Article 43 If the Company convenes a general meeting, distributes dividends, conducts liquidation or executes any other act requiring recognition of equity, the Board shall designate a certain date as equity determination date, at the end of which

the shareholders in the register shall be shareholders of the Company.

Article 44 If any person objects to the shareholders’ register and asks to have his name (title) recorded in or deleted from the shareholders’ register, the said person may apply to the court with jurisdiction to correct the shareholders’ register.

Article 45 If any shareholder in the shareholders’ register or any person requesting to have his name (title) recorded in the shareholders’ register has lost his shares (i.e. “the original shares”), the said shareholder or person may apply to the Company to reissue new shares for the said shares (i.e. “the relevant shares”). Regarding exercise of right to issue warrants to anonymous holders, the Company shall not issue any new warrant to replace the lost one, unless it is sure beyond reasonable doubt that the original warrant has been destroyed.

Application for reissuance of lost shares held by holders of domestic shares shall be processed in accordance with the Company Law .

Application for reissuance of lost shares by holders of overseas listed foreign shares may be processed pursuant to the law, regulation of the stock exchange or other relevant regulation of the place where the original of the shareholders’ register of overseas listed foreign shares is kept.

Application for reissuance of lost shares held by holders of overseas listed foreign shares listed in Hong Kong shall meet the following requirements:

(I) The applicant shall submit an application with the standard format designated by the Company and attach a notarial deed or statutory statement. The content of the notarial deed or statutory statement shall include the reason for application, information about how the shares are lost, and a statement that no other person may request to be registered as shareholder for the relevant shares.

(II) Before deciding to reissue new shares, the Company has not received a statement that anybody other than the applicant requests to be registered as shareholder for the said shares.

(III) After deciding to reissue new shares to the applicant, the Company shall publish announcement of reissuance of new shares on the newspapers designated by the Board; the announcement period is 90 days, with at least one announcement in 30 days.

(IV) Before publishing the announcement of reissuance of new shares, the Company shall submit a copy of the to-be-published announcement to the stock 32

exchange with which the Company is listed, and may publish the announcement only after receiving a reply from the said stock exchange confirming that the said announcement has been displayed in the stock exchange. The duration of display of the said announcement in the stock exchange is 90 days.

If the application for reissuing shares is not approved by the registered holder of the relevant shares, the Company shall mail a copy of the to-be-published announcement to the said shareholder.

(V) If, after expiry of the 90-day period of announcement and display specified in (III) and (IV) of this Article, the Company has not received any objection to reissuance of shares, the Company may reissue new shares as requested by the applicant.

(VI) When the Company reissues new shares pursuant to this Article, the Company shall immediately deregister the original shares, and record such deregistration and reissuance in the shareholders’ register.

(VII) All the expenses for deregistering the original shares and reissuing new shares shall be borne by the applicant. The Company may refuse to take any action before the applicant provides any reasonable guarantee.

Article 46 After the Company reissues new shares in accordance with the Articles of Association, the name (title) of the bona fide purchaser of the aforesaid new shares or the shareholder later registered as owner of the said shares (if he is a bona fide purchaser) shall not be deleted from the shareholders’ register.

Article 47 The Company shall have no obligation to compensate any person for any loss arising from deregistration of the original shares or reissuance of new shares, unless the said person can prove that the Company has committed any fraud.

Chapter 7 Rights and Obligations of Shareholders

Article 48 Shareholders of the Company are persons lawfully holding shares of the Company, with names (titles) recorded in shareholders’ register.

The shareholders enjoy rights and fulfill obligations as per the type and number of shares they hold; shares of the same type represent the same rights and the same obligations.

The Company shall not exercise any right to freeze or otherwise damage the rights attached to any shares directly or indirectly held by any person only on the ground that the said person has not disclosed his equity to the Company.

Where two or more persons are registered as joint shareholders of any shares, they shall be deemed as the joint holders of the said shares subject to the following restrictions:

(I) The Company shall not need to register more than four persons as joint shareholders of any shares;

(II) The joint shareholders of any shares shall jointly and individually assume the responsibility for amounts of fees payable for relevant shares;

(III) In the event that any shareholder among the joint shareholders deceases, only the other remaining joint shareholders shall be deemed by the Company as the owners of the relevant shares. However, the Board may, for the purpose of modifying the shareholders’ register, require the provision of a death certificate of the relevant shareholder as it deems appropriate; and

(IV) Among the joint shareholders of any shares, only the joint shareholder listed first in the shareholders’ register has the right to take relevant shares from the Company and receive notices of the Company, and any notice served to the said person shall be deemed as having been served to all the joint shareholders of the relevant shares.

Article 49 The ordinary shareholders of the Company shall be entitled to the following rights:

(I) To receive dividends and other profit distributions in proportion to the shares they hold;

(II) To attend general meetings either in person or by proxy and exercise the voting right;

(III) To supervise, present suggestions on or make inquiries about the business activities of the Company;

(IV) To transfer shares in accordance with the laws, administrative regulations and the Articles of Association;

(V) The shareholders shall have the right to obtain relevant information in accordance with laws, administrative regulations and the Articles of Association,

pursuit to the written documents with respect to the type of shares holding in the Company and number of shares holding and upon the identification of the status of the shareholders by the Company, including:

Obtaining the copy of the Articles of Association after payment of production

cost;

Being entitled to access and copy after payment of reasonable expenses;

(1) Copies of all shareholders’ registers;

(2) Personal information of the Company’s directors, supervisors, manager and other senior executives, including:

(a) Present and former names and aliases;

(b) Principal address (domicile);

(d) Full-time and all part-time occupations and duties;

(e) Identity certificates and numbers thereof.

(3) Report of status of the issued share capital of the Company;

(4) Reports of the total par value, number of shares, and the highest and lowest prices of each class of shares bought back by the Company since the last fiscal year, and the total expense paid by the Company for this purpose;

(5) Counterfoils of corporate bonds;

(6) The latest audited financial statements of the Company, and the reports of directors, auditors, and supervisors;

(7) Copy of the latest annual inspection report filed with the industry and commerce authority of China or other competent authorities;

(8) Minutes of the general meetings (for reference of shareholders only).

The Company shall keep at its Hong Kong address the documents as referred to in (1) to (8) above (exclusive (2)) and any other applicable document as per the requirements of the Listing Rules for free reference of the public and shareholders.

(VI) In the event of termination or liquidation of the Company, to participate in the distribution of the remaining assets of the Company as per their shares;

(VII) For shareholders objecting to resolutions of the general meeting concerning merger or division of the Company, to require the Company to buy their shares;

(VIII) The shareholders separately or aggregately holding more than three percent of the shares of the Company shall have the right to submit temporary proposals to the Board meeting ten days in advance and submit the written documents to the Board;

(IX) To exercise other rights specified by laws, administrative regulations and the Articles of Association.

Article 50 In the event that a shareholder wants to access the relevant information as described in Article 48 of this Article of Association, or to obtain information, he shall provide a written document to the Company proving the class and number of shares of the Company he holds. Such information shall be provided to the shareholder at his request after the Company verifies the identity of the shareholder.

All shareholders shall fulfill their confidentiality obligation to the Company while exercising the above mentioned right to know and reasonably use the Company’s information. The shareholders shall bear the compensation liability in case of any damage of the Company caused by violation.

Article 51 The ordinary shareholders of the Company shall have the following obligations:

(I) To observe the Articles of Association;

(II) To pay subscription funds as per the shares subscribed and the method of subscription;

(III) To fulfill other obligations stipulated by laws, administrative regulations and the Articles of Association.

Shareholders do not have the obligation to increase any share capital unless under the conditions accepted by the subscribers at the time of subscription.

Article 52 Save for the obligations under the laws, administrative regulations or the Listing Rules of the stock exchange with which the Company’s shares are listed, the controlling shareholders, in exercising their rights as shareholders, shall not make any decision detrimental to the interests of all or some shareholders as a result of the

exercise of their voting rights on the following issues:

(I) Exempting directors and supervisors from the obligation to act honestly in the best interest of the Company in good faith;

(II) Allowing directors and supervisors (for the interests of their own or others) to seize from the Company its asset in any way, including (but not limited to) any opportunity favorable to the Company;

(III) Allowing directors and supervisors (for the interests of their own or others) to seize from other shareholders their personal rights and interests, including (but not limited to) any right to profit distribution and right to vote, but excluding corporate reorganization submitted for adoption at the general meeting pursuant to the Articles of Association.

Article 53 A controlling shareholder, as referred to in the preceding article, is a person who has any of the following conditions:

(I) When acting alone or acting in concert with other persons, such a person can select more than half of the Company’s directors;

(II) When acting alone or acting in concert with other persons, such a person can exercise more than 30% (inclusive) of the voting rights of the Company or control the exercising of more than 30% (inclusive) of the voting rights of the Company;

(III) When acting alone or acting in concert with other persons, such a person holds more than 30% (inclusive) of the outstanding shares of the Company;

(IV) When acting alone or acting in concert with other persons, such a person has de facto control of the Company by other methods.

The term “acting in concert” means that two or more persons conclude an unanimously consent in mode of agreement (regardless of oral or written form) to acquire the Company’s right to vote via one of the two persons in order to achieve or enhance the aim to control of the Company.

Chapter 8 General Meetings

Article 54 The general meeting shall be the authority of power of the Company

and shall exercise its functions and powers according to law.

Article 55 A general meeting shall exercise the following functions and powers:

(I) To decide the business operation guideline and investment plan for the Company;

(II) To elect and replace directors and to decide on matters relating to remuneration of the directors;

(III) To elect and replace supervisors who are not the employee representative and to decide on matters relating to remuneration of the supervisors;

(IV) To examine and approve reports of the Board;

(V) To examine and approve reports of the Supervisory Committee;

(VI) To examine and approve the annual financial budgets and final accounting plans of the Company;

(VII) To examine and approve the Company’s profit distribution plan and loss recovery plan;

(VIII) To resolve on increase or decrease of the registered capital of the Company;

(IX) To resolve on the merger, division, dissolution, liquidation or transformation of the Company;

(X) To resolve on the issuance of corporate bonds;

(XI) To resolve on the appointment, removal or non-reappointment of certified public accountants of the Company;

(XII) To amend the Articles of Association;

(XIII) To examine proposals made by shareholders severally or jointly representing more than 3% (inclusive) of the voting shares of the Company;

(XIV) Other guarantee matters as prescribed in Article 55 approved;

(XV) To examine the Company’s purchase or disposal of major assets within one year or matters with the amount guaranteed exceeding 30% of the total assets of the Company;

(XVI) To examine and approve changes in the use of proceeds;

(XVII) To examine and approve equity incentive plan;

(XVIII) To examine other matters on which resolutions shall be made by a shareholders’ general meeting as required by laws, administrative regulations, departmental rules, regulatory rules of the place of listing or these Articles of Association.

(XIX) To examine other matters as requested in the Listing Rules .

On the premise of not violation of any laws and regulations and the statutory regulations as prescribed in Listing Rules , the general meetings may grant authorization or entrust the Board of Directors to handle the matters with respect to such authorization and appointment.

Article 56 The following external guarantees by the Company shall be considered and approved by a shareholders’ general meeting.

(I) Any guarantee provided after the total amount of external guarantees by the Company and its holding subsidiaries meet or exceed fifty percent of the latest audited net assets;

(II) Any guarantee provided after the total amount of external guarantees by the Company meet or exceed thirty percent of the latest audited net assets;

(III) Any guarantee provided for a target party whose asset-liability ratio is over seventy percent;

(IV) Any guarantee with a single guaranteed amount in excess of ten percent of the latest audited net assets;

(V) Any guarantee provided to shareholders, de facto controllers and their connected parties.

Article 57 The Company may not enter into any contract with anyone other than a director, supervisor, manager or other senior executive to have all or significant part of the Company’s business in the care of the said person, unless approved by the shareholders at a general meeting beforehand.

Article 58 General meetings are classified into annual general meetings and extraordinary general meetings. General meetings shall be convened by the Board. Annual general meetings shall be convened once a year within six months after the

end of the preceding fiscal year.

In any of the following circumstances, the Board shall convene an extraordinary general meeting within two months:

(I) The number of directors falls short of the minimum number required by the Company Law or is less than two-thirds of the number required by the Articles of Association;

(II) The unrecovered losses of the Company amount to one-third of the total amount of its paid-up share capital;

(III) When shareholder(s), individually or jointly, holding 10% or more of the Company’s issued and outstanding shares carrying voting rights request(s) in writing the convening of an extraordinary general meeting;

(IV) The Board deems it necessary, or the Supervisory Committee proposes, to convene an extraordinary general meeting;

(V) The two or more independent non-executive directors propose convening the meeting;

(VI) In any other circumstance so specified in laws, administrative regulations, departmental regulations, the Listing Rules and the Articles of Association.

Article 59 Where the Company convenes a general meeting, a written notice shall be given 45 days prior to the date of the meeting to notify all the shareholders in the shareholders’ register of the issues to be considered at the meeting, and the date and venue of the meeting. Any shareholder intending to attend the meeting shall deliver to the Company a written reply showing his intention to attend at least 20 days before the meeting.

Article 60 Where the Company convenes a general meeting, shareholders individually or jointly holding more than three percent of shares of the Company (inclusive) may bring forward provisional proposals and submit the same in writing to the convenor. The convenor shall issue a supplementary notice of shareholders’ general meeting within two days of receiving the proposals to publish particulars of the provisional proposals, and shall submit the provisional proposals to the shareholders’ general meeting for consideration.

Article 61 Based on the written replies received 20 days before a general

meeting, the Company shall calculate the number of voting shares represented by the shareholders who have intention to attend the general meeting. If the shareholders who intend to attend such meeting represent more than half of the total number of shares which have the right to vote at such meeting, the Company may hold the general meeting; otherwise, the Company shall, within five days, inform the shareholders again of the matters to be considered, and the date and venue of the general meeting by means of public announcement. The Company may then hold the general meeting after such public announcement has been made.

Proposals not set out in the notice of annual general meeting or temporary shareholders meter shall not be voted on or resolved at the meeting.

Article 62 The notice of a general meeting shall meet the following requirements:

(I) Is in written form;

(II) Specifies the venue, date and time of the meeting;

(III) States matters to be discussed at the meeting;

(IV) Provides such necessary information and explanations for shareholders to make an informed judgment on the matters to be considered. Without limitation to the generality of the foregoing, where a proposal is made with respect to the merger of the Company with another company, the repurchase of shares, the restructuring of share capital, or other reorganization of the Company, the terms of the proposed transaction must be provided in detail along with copies of the proposed contract (if any), and the reason(s) and effect of such proposal must be properly explained;

(V) Contains a disclosure of the nature and extent of the material interests of any director, supervisor, manager or other senior executives in the proposed transaction and the effect which the proposed transaction will have on them in their capacity as shareholders insofar as it is different from the effect on interests of shareholders of the same class;

(VI) Contains the full text of any special resolution to be proposed at the meeting;

(VII) Contains a clear statement that a shareholder entitled to attend and vote at such meeting is entitled to appoint one or more proxies to attend and vote at such

meeting on his behalf and that such proxy need not be a shareholder of the Company;

(VIII) Specifies the time and venue for serving the power of attorney for the voting proxy for the meeting.

Article 63 The notice of general meeting shall be delivered to shareholders (whether or not they are entitled to vote at the general meeting) by any modes agreed by the local securities exchange where the Company’s stocks are issued (including but not limited to mailing, e-mail, fax, announcement and website of local securities exchange where the Company or the Company’s stocks are listed). The address of the addresses is as shown in the shareholders’ register. For shareholders of domestic shares, the notice of general meeting shall be delivered by mode of announcement.

Public announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities authority under the State Council during the period between 45 days to 50 days prior to the date of the meeting. Once the announcement has been published, all holders of domestic shares shall be deemed to have received the notice of relevant general meeting.

Article 64 The accidental omission to give notice of meeting to, or non-receipt of notice of meeting by, any person entitled to receive notice shall not invalidate the meeting and the resolutions adopted at the meeting.

Article 65 Any shareholder entitled to attend and vote at a general meeting of the Company shall be entitled to appoint one or more persons (whether a shareholder or otherwise) as his proxy/proxies to attend and vote on his behalf. The said proxy may exercise the following rights as granted by the said shareholder:

(I) The shareholder’s right to speak at the general meeting;

(II) To severally or jointly request to vote by ballot; and

(III) To exercise the right to vote by a show of hand or ballot. Where there is more than one proxy, the said proxy shall only vote by ballot.

Article 66 The power of attorney shall be in writing under the hand of the principal or his proxy duly authorized in writing or, if the principal is a legal person, it shall be under seal or under the hand of a director or a proxy duly authorized. Such power of attorney shall specify the number of shares to be represented by the proxy.

Article 67 The power of attorney for voting shall be deposited at the domicile of

the Company or such other place as specified in the notice of meeting at least 24 hours prior to the meeting at which the proxy is authorized to vote or 24 hours before the scheduled voting time. Where such a power of attorney is signed by a person authorized by the principal, the power of attorney authorizing signature or other authorization documents shall be notarized. The notarized power of attorney and other authorization documents shall, together with the power of attorney for voting, be deposited at the company’s domicile or other location as specified in the notice of the meeting.

Where the principal is a legal person, its legal representative or a person authorized by the Board or other decision making body shall attend the general meeting of the Company on his behalf.

If the shareholder is a Recognized Clearing House (or proxy thereof) as defined in relevant regulations formulated by Hong Kong from time to time, the said shareholder may authorize one or more persons as he deems appropriate to act on his behalf at any general meeting or class general meeting; however, where several persons are thus authorized, the power of attorney shall specify the numbers and classes of shares involved by the said persons. The power of attorney shall be signed by the respective proxies appointed by the authorized clearing house. The persons thus authorized may attend the meetings and exercise rights on behalf of the Recognized Clearing House as if the said persons were the personal shareholders of the company.

Article 68 Any format issued to a shareholder by the Board of the Company for appointing a proxy shall provide the shareholder with the flexibility to instruct the proxy to vote for or against, and give directives on each of the resolutions to be decided at the meeting. Such a format shall contain a statement that, in default of directives, the proxy may vote as he thinks fit.

Article 69 A vote given by a proxy in accordance with the terms of the power of attorney shall be valid notwithstanding the death, loss of capacity, revocation of the power of attorney, revocation of the authority under which the proxy was executed, or the transfer of the share(s) in respect of which the proxy is given prior to voting, provided that no written notice of such death, loss of capacity, revocation or transfer has been received by the Company before the commencement of the meeting.

Article 70 Shareholders who request the convening of a temporary shareholders meeting or class meeting shall do so according to the following procedures:

(I) The shareholder(s) individually or jointly holding more than 10% of the Company’s total voting shares (inclusive) may sign one or several written requests with the same format and content to propose to the Board to convene an extraordinary general meeting or class general meeting, and specify the topics of the meeting. The Board shall convene an extraordinary or class general meeting responsively after receipt of the aforesaid written request. The aforesaid amount of shareholding is calculated as on the day when the shareholders make the written request.

(II) If the Board cannot or fails to convene a general meeting, the Supervisory Committee shall duly convene and preside; if even the Supervisory Committee cannot or fails to convene and preside over a general meeting, the shareholders individually or jointly holding more than 10% of the Company’s shares for more than 90 consecutive days may by themselves convene and preside over a general meeting.

Where the shareholders convene and preside over a meeting because the Board fails to convene the meeting pursuant to the aforesaid request, the reasonable expenses incurred shall be borne by the Company and shall be deducted from the monies payable by the Company to the defaulting directors.

Article 71 Shareholder(s) individually or jointly holding more than 3% of the Company’s shares may submit a written provisional motion to the convener 10 days before a general meeting is convened; the Board shall issue a supplementary notice of general meeting within two days after receipt of the said provisional motion, to notify other shareholders and to submit the said provisional proposal to the general meeting for consideration. The content of a temporary proposal shall be determined by the general meeting, have definite topics and specific issues for resolution.

Unless otherwise provided in the preceding paragraph, the convenor may not amend the proposals set out in the notice of shareholders’ general meeting, or add new proposals after issuing an announcement on the notice of shareholders’ general meeting.

Article 72 General Meetings shall be convened by the Board and the chairman of the Board shall act as chairman of the meeting. If the chairman of the Board is unable or fails to perform his duties, the deputy chairman of the Board shall act as the chairman of the meeting; if the deputy chairman is unable or fails to perform his

duties, more than half of the directors may elect a director to convene and act as the chairman of the meeting. If the Board cannot or fails to convene a general meeting, the Supervisory Committee shall duly convene and preside; if even the Supervisory Committee cannot or fails to convene and preside over a general meeting, the shareholders individually or jointly holding more than 10% of the Company’s shares for more than 90 consecutive days may by themselves convene and preside over a general meeting. If for any reason the shareholders cannot elect a president, the shareholder (including proxy thereof) holding the most voting shares among the attending shareholders shall preside over the meeting.

Article 73 Shareholders (including proxies thereof) who vote at a general meeting shall exercise their voting rights as per the number of voting shares they represent. Each share carries the right to one vote.

However, the Company has no voting right for the shares it holds, and such part of shares shall be excluded from the total number of voting shares represented by the shareholders attending the general meeting.

Pursuant to the applicable laws and regulations and the Listing Rules of the stock exchange on which the Company’s shares are listed, whereas any shareholder is required to abstain from voting on any particular resolution or restricted to voting only for or against any particular resolution, any vote cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be tallied.

Article 74 Voting at general meetings shall be conducted by show of hands, unless the following persons require ballot voting before or after voting by show of hands:

(I) President of the meeting;

(II) At least two shareholders with voting rights or proxies thereof; or

(III) One or more shareholders present in person or by proxy and representing 10% or more of all shares carrying the right to vote, individually or jointly, at the meeting.

Unless the said persons require voting by ballot pursuit to the application securities listing rules or other regulations as prescribed in other securities laws and regulations, the president shall announce the result of voting by show of hands on proposals, which result shall be recorded in the minutes as final evidence, without

specifying the number or percentage of pros for or cons against the resolutions adopted at the meeting.

The Company shall disclose relevant votes voted as required by laws, administrative regulations, relevant regulatory authority or the Listing Rules .

The request for ballot voting can be withdrawn by the proposer.

Article 75 If the issue required to be voted by ballot relates to election of chairman or termination of meeting, voting by ballot shall be conducted immediately; in respect of other issues required to be voted by ballot, the chairman may decide the time of voting by ballot, and the meeting may proceed to consider other issues. The voting results shall still be deemed as resolutions passed at the said meeting.

Article 76 At a poll taken at a meeting, a shareholder (including the proxy thereof) entitled to two or more votes need not cast all his votes in the same manner.

Article 77 For election of directors, if there are more than two candidates, each share holding by the shareholders (including their agent) has as many voting rights as the candidates for directors. Shareholders may cast the votes on various candidates or cast all votes on one candidate; however, explanations on the distribution of the voting right shall be provided.

Article 78 If pros and cons are equal, either by show of hands or by ballot, the president shall be entitled to an additional vote.

Article 79 Resolutions of a general meeting shall be divided into ordinary resolutions and special resolutions.

Ordinary resolutions shall be approved by votes representing more than half of voting rights held by shareholders (including proxies thereof) present at the general meeting.

Special resolutions shall be adopted by shareholders representing 2/3 or more of the voting rights of the shareholders (including proxies thereof) in presence.

Article 80 The following issues shall be approved by ordinary resolutions at a general meeting:

(I) Work reports of the Board and the Supervisory Committee;
(II) Profit distribution plans and loss recovery plans formulated by the Board;

(III) Appointment and removal of the members of the Board and the members of the Board of Supervisions who do not assume employee representative, their remuneration and the method of payment thereof;

(IV) Annual budgets, final accounts, balance sheets, income statements, and other financial statements of the Company; and

(V) Other issues than those that should be passed by special resolutions pursuant to laws, administrative regulations, the Listing Rules or the Articles of Association.

Article 81 The following issues shall be approved by special resolutions at a general meeting:

(I) Increase or reduction in share capital of the Company and the issue of shares of any class, warrants and other similar securities;

(II) Issue of bonds of the Company;

(III) Division, merger, dissolution, liquidation or transformation of the Company; (IV) Revision of the Articles of Association;

(V) Examination and review and implementation of equity incentive plan;

(VI) Other issues as prescribed in laws, administrative regulations, departmental rules and local securities regulatory where the Company’s stocks are issued or the Article of Association as well as any other issue confirmed by an ordinary resolution at a general meeting that it may have material impact on the Company and accordingly shall be approved by a special resolution.

Article 82 When the shareholders’ general meeting considers matters relating to a connected transaction, the connected shareholders shall not participate in the vote, and the number of the voting shares represented by them shall not count toward the total number of valid voting shares; the public announcement of the resolutions of the Shareholders’ General Meeting shall fully disclose the way the unconnected shareholders voted.

For approval of related transactions at the Company’ general meeting, the related shareholders shall, prior to the approval at the general meeting, actively submit the application for recusal; the non-related shareholders shall have the right to submit the application for recusal against the related shareholders to the general meeting prior to

approval of the relevant case at the general meeting. Such application shall be submitted in written form and indicate the reasons concerned. Prior to approval of the relevant case at the general meeting, the examination and approval of such application shall be firstly exercised.

After completion of the general meeting, in the event any other shareholder finds the participation of voting in respect of related transactions by the shareholders concerned or the shareholders have obligations to adopt such application, it shall have the right to bring a suit in accordance with the regulations of Article 7 of the Article of Association. Where the related shareholders clearly indicate recusal, other shareholders who attend in the general meeting shall approve the relevant case for examination and approval. The voting results and other resolutions passed at the general meeting are equally valid.

Article 83 The president of the meeting shall be responsible for determining whether a resolution has been passed pursuant to the voting results. His decision, which shall be final and conclusive, shall be announced at the meeting and recorded in the minutes.

Article 84 If the president has any doubt as to the result of a resolution which has been put to vote at the general meeting, he may have the ballots counted. If the president has not counted the ballots, any shareholder who is present in person or by proxy and who objects to the result announced by the president may, immediately after the declaration of the voting result, demand that the ballots be counted and the preside shall have the ballots counted immediately.

Article 85 If ballots are counted at a general meeting, the counting result shall be recorded in the meeting minutes.

Meeting minutes, together with the signature register of attending shareholders and power of attorney of attending proxies

Article 86 The general meeting shall file resolutions as minutes, which shall be signed by the president and the attending directors. The minutes shall be kept, together with other valid information such as the book of signatures of the shareholders present at the meeting.

Article 87 The shareholders may have free-of-charge access to copies of the meeting minutes during the office hours of the Company. If any shareholder asks for

copies of relevant meeting minutes, the Company shall send out the said copies within seven days after receipt of reasonable expenses.

Chapter 9 Special Voting Procedures for Class Shareholders

Article 88 Holders of different classes of shares are class shareholders.

Class shareholders shall enjoy rights and fulfill obligations pursuant to the laws, administrative regulations and the Articles of Association.

If the share capital of the Company includes shares without voting rights, then the said shares shall be specified as “Without Voting Right”.

If the share capital includes shares with different voting rights, then each class of shares (except those with most preferential voting right) shall be specified as “Restricted Voting Right” or “Limited Voting Right”.

Article 89 Any proposed change or cancellation by the Company to the rights of class shareholders shall not come into effect unless approved by special resolutions at a general meeting and a separate general meeting convened by the class shareholders so affected in accordance with Articles 87 to 91.

Article 90 In the following conditions, rights of a class of shareholders shall be deemed to have been changed or abrogated:

(I) To increase or decrease the number of shares of such class, or to increase or decrease the number of shares of a class having voting rights, distribution rights or other privileges equal to or superior to those of the shares of such class;

(II) To change all or part of the shares of such class into shares of another class or to change all or part of the shares of another class into shares of such class or to grant the right to make the said change;

(III) To cancel or reduce rights to accrued dividends or cumulative dividends attached to shares of the said class;

(IV) To reduce or cancel rights attached to the shares of the said class to preferentially receive dividends or to receive distributions of assets in a liquidation of the Company;

(V) To add, cancel or reduce share conversion rights, options, voting rights, transfer rights, pre-emptive placing rights, or rights to acquire securities of the Company attached to the shares of the said class;

(VI) To cancel or reduce rights to receive payments made by the Company in a particular currency attached to the shares of the said class;

(VII) To create a new class of shares with voting rights, distribution rights or other privileges equal or superior to those of the shares of the said class;

(VIII) To restrict the transfer or ownership of the shares of the said class or to impose additional restrictions;

(IX) To issue rights to subscribe for, or to convert into, shares of the said class or another class;

(X) To increase the rights and privileges of the shares of another class;

(XI) To restructure the Company in such a way as to cause shareholders of different classes to bear liabilities disproportionately during the restructuring; and

(XII) To amend or cancel any clause of this Chapter.

Article 91 The class shareholders so affected, whether or not otherwise entitled to vote at a general meeting, shall nevertheless be entitled to vote at any class meetings with respect to matters set forth in (2) to (8), (11) to (12) of Article 88, but interested shareholder(s) shall not be entitled to vote in class meetings.

Interested shareholders as specified in the preceding paragraph refer to:

(I) In the event of a repurchase of shares by the Company by way of a general offer to all shareholders of the Company with the same proportion or by way of public transactions on a stock exchange pursuant to Article 25 of the Articles of Association, an “interested shareholder” is a controlling shareholder as defined in Article 52 of the Articles of Association;

(II) In the event of a buyback of shares by the Company by an off-market agreement pursuant to Article 25 of the Articles of Association, an “interested shareholder” is a shareholder related to the agreement; or

(III) In the event of reorganization of the Company, an “interested shareholder” is a shareholder who assumes a relatively less proportion of obligation than that of

other shareholders of that class or who has an interest different from that of other shareholders of that class.

Article 92 Resolutions of a class general meeting shall be approved by votes representing more than two-thirds of the voting rights of shareholders of that class present at the meeting who, in accordance with Article 85, are entitled to vote at the meeting.

Article 93 Where the Company convenes a class general meeting, a written notice shall be given 45 days prior to the date of the meeting to notify all the shareholders of the said class in the shareholders’ register of the issues to be considered at the meeting, and the date and venue of the meeting. Any shareholder intending to attend the meeting shall serve to the Company a written reply showing his intention to attend at least 20 days before the date of the meeting. The calculation of the above mentioned starting date shall not include the current date on which the meeting is convened. The quorum required by class meeting (exclusive extended meeting) that convened for the purpose of any class equity right must be at least one third holders of such class shares issued.

Where the number of voting shares represented by shareholders intending to attend the meeting amounts to more than a half of the total number of voting shares of that class, the Company may convene the class general meeting; if not, the Company shall, within five days, notify shareholders again of the issues to be considered, date and venue of the meeting in the form of public announcements. The Company may then convene the class general meeting after such announcements.

Article 94 Notices of class general meetings need only be served to those shareholders entitled to vote at the said meetings.

Class general meetings shall be convened as per as similar a procedure as possible to that of general meetings. Provisions in the Articles of Association concerning the procedure for convening of general meetings also apply to class general meetings.

Article 95 Apart from holders of other classes of shares, holders of domestic shares and overseas listed foreign shares are deemed as shareholders of different classes.

Special voting procedures for class shareholders shall not apply in the following

circumstances:

(I) With the approval by special resolutions at a general meeting (acquired unconditioned authorization or restrained by all terms and conditions through resolution), the Company recognizes, distributes and issues or issues domestic shares and overseas-listed foreign shares, at one or more occasions, a total number of shares not exceeding 20% of each of its existing issued and outstanding domestic shares and overseas listed foreign shares in every 12 months;

(II) Where the Company’s plan to issue domestic shares and overseas listed foreign shares at the time of its establishment is carried out within 15 months from the date of approval of the securities regulatory authority under the State Council;

(III) Shares already issued but not listed of the Company, after approval from the securities regulatory authority under the State Council, are converted to overseas listed shares.

Chapter 10 Board of Directors

Article 96 The Company shall establish a board of directors, which comprises 7 directors, including three independent non-executive directors, and shall have one chairman and one deputy chairman.

The members of the Board of Directors shall consist with at least three independent non-executive directors. Independent non-executive directors must make up at least a third of the Board and at least shall have one professional specialty in audit (have senior title or registered accounting qualification). The independent nonexecutive directors shall perform their duties independently and are out of control by major shareholders and actual controllers or out of influence by the Company, its major shareholders, actual controllers and any unit having conflict of interest. The independent non-executive directors shall faithfully perform their duties, maintenance the Company’s interests, especially pay attention to the exempt from damage of the lawful rights and interests of the social public offerings.

Article 97 Directors shall be elected at general meetings for a term of three years, which is renewable upon re-election when it expires. The re-election term of independent non-executive directors shall not exceed nine years. The independent

non-executive directors are elected by the general meeting from one or more than one candidates of nominated shareholders of one percent (including one percent) shares issued by the Board of Directors, the Board of Supervisors or representative company. Other directors are elected by the general meeting from one or more than one candidates of nominated shareholders of five percent (including five percent) shares issued by the Board of Directors, the Board of Supervisors or representative company.

A notice of the intention to nominate a person as director and a notice by that person indicating his acceptance of such nomination shall be given to the Company at least seven days in advance (the deadline for giving the said notice shall be calculated from the second day after Company issues the notice of election meeting and shall not be later than seven days before convening of the meeting).

The term of office of a director shall commence from the date of appointment until the expiry of the current session of the board of directors. If the term of office of a director expires but re-election is not made, the original directors shall continue to perform their duties in accordance with the laws, administrative regulations, departmental rules and the provisions of the Articles of Association until a new director is elected and assumes office.

Prior to the maturity of his/her term, a director shall not be removed without reason from his/her office by a general meeting. Subject to all relevant laws and administrative regulations and without prejudice to any potential claim which may be made under any contract, the shareholders’ general meeting may by ordinary resolution remove any director before the expiration of his term of office.

If a director fails to attend the meeting of the board of directors in person or fails to appoint any other director to attend on his behalf as his proxy for two consecutive times, he shall be deemed to be unable to perform his duties, and the board of directors shall propose to the general meeting to dismiss him.

A director may resign prior to the expiry of his term of service. When a director intends to resign, he shall submit a written resignation to the board of directors. The independent non-executive directors shall explain their resign or the situations that may cause the attention of the Company’s shareholders and creditors at their discretion. Where shareholder’s resign falls the number of directors below as prescribed in the regulations of the Company Law or three second of the number as

prescribed in the Article of Association, or the independent non-executive directors fall the number as prescribed in the Article of Association, the resign report of such director shall come into effect upon filling the vacancy by the next director. Where the Board fails to cause re-election within two months after resign of independent nonexecutive director, such independent non-executive director shall not perform his duties.

Without violation of relevant laws and regulations and the regulatory rules (including the Listing Rules ) where the Company is listed, any director appointed to fill a casual vacancy or as an addition to the Board should hold office only until the next following annual general meeting of the Company and should then be eligible for re-election at the meeting.

Except the aforesaid circumstances, the resignation of a director shall become effective when the report of resignation is served on the board of directors.

The chairman shall be elected and removed by more than half of all the directors, shall serve a term of three years, is eligible for re-election.

The directors are natural persona and need not hold shares of the Company.

Article 98 The Board shall be accountable to the general meeting and exercise the following functions and powers:

(I) To be responsible for convening general meetings and reporting its work to the general meetings;

(II) To execute resolutions of general meetings;

(III) To resolve on the Company’s business plans and investment plans;

(IV) To prepare the Company’s annual financial budgets and final accounting plans;

(V) To prepare the Company’s profit distribution plans and loss recovery plans;

(VI) To formulate the plan for increase or reduction of the Company’s registered capital, and the plan for issue of the Company’s bonds;

(VII) To prepare plans for the Company’s merger, division and dissolution;

(VIII) To decide on the internal management structure of the Company;

(IX) To appoint or dismiss the Company’s general manager; to appoint or dismiss the Company’s vice president, chief financial officer and other senior executives as nominated by the general manager and determine their remunerations;

(X) To determine employee’s salary, welfare and reward and punishment plan;

(XI) To approve appointment or replacement the directors and shareholder representative supervisors of the Company’s wholly-owned subsidiary; appointment, replacement and recommendation of shareholders representatives, directors (candidates) and shareholder representative supervisors of the Company’s holding subsidiary and participating subsidiary;

(XII) To work out the basic management system of the Company;

(XIII) To formulate the plan for any amendment to the Articles of Association;

(XIV) To decide on the domestic and foreign structure of the Company;

(XV) To decide on the consolidation, spin-offs and regrouping of the Company’s wholly-owned subsidiary and holding subsidiary;

(XVI) To decide on the structure of the special committee of the Board and to recruit and dismiss the person in charge of the committee;

(XVII) To propose the candidates of independent non-executive directors to the general meeting and suggest removal and replacement of independent non-executive directors;

(XVIII) To suggest appointment, renewal or dismiss the accounting firm to the general meeting;

(XIX) To listen to the work report of the general manager and check his work;

(XX) To manager matters in respect of disclosure of the Company’s information;

(XXI) To formulate equity incentive plan;

(XXII) The Board of Directors shall exercise the decision-making power against foreign investment (including capital increase and equity transfer of the investment enterprises), financing, risk investment, entrust financing and external guarantee beyond the resolution of the general meeting in accordance with laws, regulations and the Articles of Association;

(XXIII) To determine on other major affairs of the Company except to the matters determined at the general meeting in accordance with the Company Law and the Article of Association;

(XXIV) To determine on the Company’s risk management system, including risk assessment, financial control, internal audit and legal risk control, and implement supervision thereof;

(XXV) Other power as prescribed in the Article of Association or granted the authorization by the general meeting;

(XXVI) Other matters conferred by laws, administrative regulations, departmental rules or the Articles of Association.

The Board may resolve on the issues specified in the preceding paragraph by approval of more than half of the directors save for the issues specified in (VI), (VII) and (XIII), of which approval of more than two-thirds of the directors is required.

Article 99 The Board of Directors shall explain to the general meeting any non-standard audit opinions issued by the certified public accountants on the Company’s financial statements.

Article 100 The Board of Directors shall formulate the Rules of Procedures of the Board in order to ensure the Board of Directors to implement resolutions approved at general meeting of shareholders, to improve working efficiency, and to ensure scientific decision-making.

Article 101 The independent non-executive directors shall attend the board meeting in a timely manner; understand the Company's production and business situation; actively investigate and access to information and data needed to make decisions; submit the annual report of all independent non-executive directors to the Company's annual general meeting and explain the situation of duty fulfillment.

Article 102 The Company shall establish the working system of independent non-executive directors. The secretary to the board shall actively cooperate with the independent non-executive directors to perform his duties. The Company should guarantee that the independent non-executive directors shall enjoy the same right to know; provide relevant materials and information to the independent non-executive directors in a timely manner; regularly circulate the situation of company operation

and organize the independent non-executive directors for field investigation when necessary

Article 103 The independent non-executive directors shall also exercise the following special powers in addition to the functions and power as prescribed in the Company Law , other relevant laws, administrative regulations and as granted in the Articles of Association.

(I) All major related transaction (determined in accordance with the effective rules released by the Company’s stock exchange from time to time) approved by the Board or general meeting shall be submitted to the Board for discussion after approval by the independent non-executive directors. When the Board makes any resolution on the Company’s related transactions, such resolution shall enter into force upon signature by the independent non-executive directors. Prior to judgment by the independent non-executive directors, it is to appoint intermediary institution to issue independent financial consultant report as the basis for judgment;

(II) To propose appointment or dismissal accounting firm to the Board;

(III) To submit an application to the board of directors for holding an interim shareholders’ meeting;

(IV) To propose the convening of board meeting;

(V) To independently appoint external audit and consulting organs;

(VI) To solicit voting right from shareholders in a public manner prior to convening the shareholders’ meeting;

When the independent non-executive directors exercise the functions and powers as prescribed in paragraph (I) and (II) of this Article, the case shall be only submitted to the Board for discussion upon consent by half of the independent non-executive directors; for paragraph (III), (IV) and (VI), it shall be approved by more than half of the independent non-executive directors; for paragraph (V), it shall be approved by all independent non-executive directors. All fees arising from exercising the aforesaid functions and powers by the independent non-executive directors shall be borne by the Company. If the above mentioned proposals are refused or the functions and powers are unable to be exercised, the Company shall disclose the information concerned.

The Board of Directors consists with compensation, examination and approval and nomination committees. The proportion of independent non-executive directors shall be more than half of the members of the committee.

Article 104 In addition to the functions and powers as above mentioned, the independent non-executive directors shall issue their independent opinions to the Board of Directors or the shareholder’s meeting with respect to the matters as below:

(I) To nominate, appoint/remove directors;

(II) To appoint or dismissal senior management;

(III) To determine on the remuneration of the Company’s directors and senior management;

(IV) The total amount (determined subject to the effective rules released by the Company’s stock exchange form time to time) of the existing or new loan or other account currents between the Company’s shareholders, actual controller or other related enterprises is equal to the amount that must be approved by the Board of Directors or shareholder’s meeting, and whether or not effective measures have been taken by the Company to have those debts reclaimed;

(V) Matters that might cause losses to minority shareholders deemed by independent directors;

The independent non-executive directors shall present one of the following comments on the aforesaid issues in writing:

(1) Consent;

(2) Reservation and reasons thereof;

(3) Objections and reasons thereof;

(4) Inability to make comments and reasons thereof.

If some of the issues are to-be disclosed, the Company shall announce the opinions of independent non-executive directors. Where such opinions is disagreed from the each other and no unanimous opinion can be reached, the Company shall disclose opinion of each director respectively.

Article 105 The Board shall not dispose of or agree to dispose of any fixed assets without approval by the general meeting if the sum of the expected value of the

fixed assets to be disposed of and the value derived from the disposal of fixed assets within four months before such proposal to dispose of the fixed assets exceeds 33% of the value of the fixed assets as shown on the latest audited balance sheet considered and approved by the general meeting.

Disposals of the fixed assets mentioned herein include transfer of certain asset interests, but do not include guarantee provided by pledge of fixed assets.

The effectiveness of the Company’s disposal of the fixed assets shall not be affected by any breach of the foregoing provisions in Paragraph 1 herein.

Article 106 The chairman of the Board shall exercise the following functions and powers:

(I) To preside over general meetings and to convene and preside over board meetings;

(II) To examine the implementation of the resolutions of the Board;

(III) To sign the securities certificates issued by the Company;

(IV) To exercise other functions and powers conferred by the Board.

The deputy chairman shall assist the chairman’s work, if the chairman is unable or fails to perform his duties, the deputy chairman shall perform his duties, if the deputy chairman is unable or fails to perform his duties, such duties shall be performed by a director who is nominated and elected by more than half of the directors.

Article 107 Board meetings shall be held at least two times a year and shall be convened by the chairman. Notice of the regular meeting of the Board shall be given at least 10 days in advance

An extraordinary board meeting may be held within 10 days after receipt of the proposal, if:

(I) Proposed by shareholders representing more than 10% of the voting rights;

(II) Jointly proposed by more than one-third of the directors;

(III) Deemed necessary by the chairman of the Board;

(IV) Jointly proposed by more than two independent non-executive directors;

(V) Proposed by the Supervisory Committee;

(VI) Proposed by the general manager.

Article 108 The Board shall send the notice of a regular or provisional meeting by:

Notice of the regular meeting of the Board shall be given at least 10 days in advance and that of a provisional meeting shall be given at least five days in advance to all directors, supervisors and general manager. The office of the board is responsible for issuance the written meeting notice bearing with the seal of the office to all directors, supervisors and general manager in mode of direct service, fax, email or other modes. All notice send by non-direct manner shall be confirmed by telephone and the corresponding records shall be kept.

Where a provisional board meeting needs to be convened as soon as possible in emergency, the notice of meeting may be sent by telephone or by other oral means, not subject to the aforesaid period of notice of at least two days prior to the meeting, but the convener shall make explanations at the meeting.

Article 109 Board meetings shall be held only if more than half of the directors (including directors attending the meeting on behalf of others) are present.

Every director shall have the right to one vote. Unless otherwise provided in the Articles of Association, a resolution of the Board must be passed by the majority of the directors of the Company.

If pros and cons are equal, the chairman shall be entitled to an additional vote.

Article 110 Directors shall attend board meetings in person. In the event that a director is unable to attend a meeting for any reason, he may appoint another director by a written power of attorney to attend the meeting on his behalf. The power of attorney shall set out the scope of the authorization.

The director attending the meeting as proxy shall exercise rights within the scope of authorization. Where a director is not present at a board meeting and fails to authorize a proxy to act on his behalf, the said director shall be deemed to have waived his rights to vote at the meeting.

Article 111 Unless under the exceptional circumstances specified in laws and regulations, Listing Rules or approved by the Hong Kong Stock Exchange, a director shall not vote on any resolution of the Board which approves the contract, transaction or arrangement or any other relevant suggestions where he/she or his/her close associates (as defined in Listing Rules ) own a material interest; and shall not

be included into the quorum of the meeting. If the number of non-connected directors attending the meetings is less than 3, the issue shall be submitted to the general meeting of the listed company for examination.

Article 112 For matters that should be passed at the interim meeting, if the board has sent the resolution to all directors and the number of shareholders who affixed signatures on the resolution reached the number required for a resolution as prescribed in Article 107 of this Articles of Association, a written agreement shall be formed without the convening of the board meeting. Such written agreement shall be deemed as that it is equally valid with the resolution passed at the board meeting that convened in according to the procedure as described in terms and conditions of the Articles of Association.

Article 113 The decisions on the matters considered at board meeting shall be recorded as minutes, which shall be signed by the attending directors and recorders. The independent non-executive directors’ opinions shall be set out in the resolutions of board meetings. The Company’s related transaction shall only come into effect upon signature by two more independent non-executive directors.

Article 114 The directors shall be responsible for the resolutions passed at board meetings. Any director who votes for a resolution which runs counter to the relevant laws, administrative regulations or the Articles of Association, thereby causing serious losses to the Company, shall be liable for compensation. A director who has been proved as having expressed dissenting opinions on the resolution and such opinions are recorded in the minutes of the meeting can be exempt from liability.

Chapter 11 Secretary to the Board of Directors

Article 115 The Company shall have secretary to the Board of Directors, who is a senior executive of the Company and responsible for the Company and its Board of Directors.

Article 116 The secretary to the Company’s Board shall be a natural person who has the requisite professional knowledge and experience, and shall be appointed or removed by the Board. The major duties of the secretary shall be:

(I) To ensure that the Company has complete organization documents and records;

(II) To ensure that the Company legally prepares and submits reports and documents as required by relevant authorities;

(III) To ensure that the shareholders’ register of the Company is established appropriately and that the persons who have the right of access to the relevant documents and records of the Company obtain the same in due time.

Article 117 A director or other senior executives of the Company may serve concurrently as secretary to the Board of Directors. Any accountant of the certified public accountants engaged by the Company shall not act in the capacity of the secretary to the Board of Directors.

In the event a director also acts in the capacity of the secretary to the Board, where any act requires to be made by the director and the secretary to the Board separately, such director who also acts in the capacity of the secretary to the Board shall not make such actions in both capacities.

Chapter 12 General Manager of the Company

Article 118 The Company shall have one general manager, who shall be nominated by the directors and appointed and dismissed by the Board.

Article 119 The manager of the Company shall be accountable to the Board and exercise the following functions and powers:

(I) To manage the business operations of the Company and organize to execute the resolutions of the Board;

(II) To organize to execute the Company’s annual business plans and investment plans;

(III) To prepare the plan for the internal management setup of the Company;

(IV) To prepare the layout plan of the Company’s sub-branch;

(V) To draft the basic management system of the Company;

(VI) To formulate the basic rules of the Company;

(VII) To propose to appoint or dismiss the vice general manager, chief financial officer and other senior executives of the Company;

(VIII) To appoint or dismiss executives other than those appointed or dismissed by the Board;

(IX) To draw up the employees’ wages, welfare and rewards and determine their recruitment and dismissal;

(X) To propose to convene of interim meeting of the board;

(XI) To exercise other functions and powers conferred in the Articles of Association and by the Board.

Article 120 The general manager shall be present at board meetings, and if he is not a director, shall not have any voting right at board meetings and shall have the right to receive the meeting notice and relevant documents; however, he has not right to vote at the board meetings.

Article 121 In exercising functions and powers, the general manager of the Company shall fulfill the obligation of honesty and diligence in accordance with laws, administrative regulations and the Articles of Association and shall not change the resolutions made by the shareholder meeting and the Board of Directors or exceed the scope of authorization.

Chapter 13 Supervisory Committee

Article 122 The company shall have a Supervisory Committee.

Article 123 The Supervisory Committee shall comprise five members, including one chairman. The term of office of a supervisor shall be three years, and is renewable upon reelection.

The chairman shall be appointed or removed by the votes of more than twothirds of the members of the Supervisory Committee.

Article 124 The members of the Board of Supervisors shall comprise three shareholder representatives and two employee representatives. The shareholder

representatives shall be elected and removed by the shareholder meeting; and the employee representatives shall be elected and removed by the employees of the Company democratically.

Article 125 A director, the general manager, the secretary to the Board of Directors, financial general supervisor and other senior executives shall not serve as supervisor concurrently.

Regular meetings of the Supervisory Committee shall be held at least once every six months, and shall be convened and presided over by the chairman of the Supervisory Committee. Any supervisor may propose that a provisional meeting of the Supervisory Committee be held. If the chairman of the Supervisory Committee fails to or is unable to perform and exercise his functions and powers, a meeting of the Supervisory Committee shall be convened and presided over by a supervisor jointly nominated by more than half of all supervisors.

Article 126 The Supervisory Committee shall be accountable to the general meeting and shall exercise the following powers according to laws:

(I) To review the financial operations of the Company;

(II) To supervise the performance of directors, general manager and senior executives of their duties to the Company, and propose dismissal of directors and senior executives who have violated laws, administrative regulations, the Articles of Association or the resolutions of general meetings;

(III) To demand redress from the Company’s directors, general manager and senior executives should their acts be deemed harmful to the Company’s interests;

(IV) To examine financial information such as financial reports, business reports and profit distribution plans as proposed by the Board to the general meeting, and if there are any queries, to engage certified public accountants or practicing auditors in the name of the Company to assist in the examination;

(V) To propose the convening of extraordinary general meetings and, in case the Board does not perform the obligations to convene and preside over the general meetings as prescribed in the Company Law , to convene and preside over the general meetings;

(VI) To propose motions to the general meeting;

(VII) To propose the convene of extraordinary meeting of the Board;

(VIII) To coordinate with directors and senior executives on behalf of the company or bring legal proceedings against the company’s directors and senior executives;

(IX) To conduct investigation if there are any unusual circumstances in the company’s operations, and if necessary, to engage an accounting firm, law firm or other professionals to assist in their work at the expenses of the company;

(X) Other issues specified in the Articles of Association.

The supervisor may attend board meetings and make inquiries or suggestions in relation to the resolutions of board meetings.

Article 127 The voting procedure of the Board of Supervisions: each supervisor shall have 1 vote for resolutions to be approved by the board of supervisors in mode of registration and written.

The voting procedure is: the voting intentions of the divided into the following three: consent, objection or abstention. The directors attending the meeting shall choose one kind of the aforesaid opinions. If any director who has not chosen any kind of opinions or simultaneously chosen two or more kinds of opinions, the president shall require him to make a new choice. If he refuses to do so, it shall be regarded as an abstention. Any director who leaves the meeting place halfway and thus does not make a choice, it shall be regarded as an abstention.

The resolution of the board of supervisors shall be passed by the votes of more than two thirds of the members of the board of supervisors.

Article 128 The board of supervisors shall cause decisions made during the meeting to be reduced to minutes of meetings, and attending supervisors shall sign on the minutes of meetings.

Article 129 All reasonable fees incurred in the retaining of such professionals as lawyers, certified public accountants or practicing auditors by the Supervisory Committee in the exercise of its functions and powers shall be borne by the Company.

Article 130 Supervisors shall honestly fulfill the supervisory duty in accordance with laws, administrative regulations and the Articles of Association.

Chapter 14 Qualifications and Duties of Directors, Supervisors, General Manager and Other Senior Executives of the Company

Article 131 A person shall not serve as director, supervisor, general manager or other senior executives of the Company if the said person:

(I) Is without capacity or with limited capacity for civil conduct;

(II) Was imposed criminal penalty due to taking graft or committing bribery, infringing upon property, embezzling property or disrupting socialism market economic order and it is less than five years since the completion of enforcement of the criminal penalty; or is deprived of political rights due to criminal offence and it is less than five years since the completion of enforcement of the penalty;

(III) Was once the director or factory manager, the manager of any company or enterprise which was bankrupted due to bad operation and was responsible for the bankruptcy of the said company or enterprise, and it is less than three years since the completion of liquidation for the bankruptcy of the said company or enterprise;

(IV) Ever was the legal representative of any company or enterprise which was revoked business license or ordered to close down due to illegal activities and was responsible for such illegal activities, and it is less than three years since the revocation of the business license;

(V) Has large outstanding personal debts;

(VI) Is under investigation by the judiciary institution for suspected violation of the criminal law, and the result is still pending;

(VII) Is disqualified as corporate leader in laws and administrative regulations;

(VIII) Is not a natural person;

(IX) Was ruled by the relevant regulatory authority that he has violated the relevant securities regulations and committed any fraudulent or dishonest act, and such ruling was made less than five years ago;

(X) Other circumstances as prescribed in laws, administrative regulations or departmental rules.

Article 132 The independent non-executive directors shall comply with the

following basic conditions:

(I) Qualifications serving as a director of a listing company as stipulated by laws, administrative regulations and other relevant regulations;

(II) Independence as required;

(III) Fundamental knowledge on corporate operation as well as master of relevant laws, administrative regulations, rules and stipulations;

(IV) More than five-year’s working experience in law, economy or other fields deemed necessary for qualified performance as an independent non-executive director;

(V) Relevant requirements for independent non-executive director as prescribed by the Listing Rules ;

(VI) Other conditions as prescribed by the Articles of Association.

The independence of independent non-executive director refers that the following persons shall not assume the office of independent non-executive director, including:

(I) The person who holds a position in the Company or its affiliated enterprises, their direct relatives and major social relations (direct relatives refer to their spouse, father, mother and children etc.; major social relations refer to their brothers, sisters, father-in-law, mother-in-law, daughter-in-law, son-in-law, spouse of their brothers, sisters, and their spouse's brothers and sisters etc.);

(II) The person, directly or indirectly, who holds more than 1% of the outstanding shares of the company or the natural person shareholders of the 10 largest shareholders of the company, or such shareholder's direct relative;

(III) The person, directly or indirectly, who holds a position in a company which holds more than 5% of the outstanding shares of the company or of the unit which ranks as one of the 5 largest shareholders of the company, or such employee’s direct relative;

(IV) The persons that have the circumstances listed above in the previous year;

(V) The persons providing financial, legal or consulting services for the company or its subsidiaries;

(VI) Part-time independent non-executive director who worked in five listed companies;

(VII) Person who cannot act as independent non-executive director according to the securities regulatory authority under the State Council.

Article 133 The validity of an act of a director, the general manager or other senior executives on behalf of the Company for a goodwill third person is not affected by any incompliance in the appointment, election or qualification thereof.

Article 134 In exercising the powers conferred by the Company, directors, supervisors, the general manager and other senior executives of the Company shall fulfill the following obligations to each shareholder in addition to the obligations under the laws, administrative regulations or the listing rules of the stock exchange on which the shares of the Company are listed:

(I) Not to let the Company operate beyond the business scope specified in its business license;

(II) To sincerely act in the best interest of the Company;

(III) Not to seize from the Company the property in any form, including (but not limited to) opportunity favorable to the Company;

(IV) Not to seize from any shareholder any personal interests, including (but not limited to) right to profit distribution and right to vote, but excluding corporate reorganization submitted for adoption at the general meeting pursuant to the Articles of Association.

Article 135 In exercising rights or fulfilling obligations, the directors, supervisors, the general manager and other senior executives of the Company have the duty to act with due discretion, diligence and skill as a reasonable discreet person should do in similar circumstances.

Article 136 In fulfilling duties, the directors, supervisors, the general manager and other senior executives of the Company shall observe the principle of honesty and shall not set themselves in a position where their own interests may conflict with their obligations. The principle includes (but is not limited to) the following obligations:

(I) To sincerely act in the best interest of the Company;

(II) To exercise their rights within their terms of reference;

(III) To exercise personally the discretion vested in them and not to allow themselves to be controlled by others and, save as permitted by laws, administrative regulations or the Listing Rules or approved by a shareholders’ general meeting having knowledge of the circumstances, not to transfer the exercise of their discretion to others;

(IV) To be equitable towards shareholders of the same class and fair towards shareholders of different classes;

(V) Not to conclude any contract, conduct any transaction or make any arrangement with the Company saved as specified in the Articles of Association or the Listing Rules or unless approval is obtained by a shareholders’ general meeting;

(VI) Not to seek personal gains by using the property of the Company in any form unless approval is obtained by a shareholders’ general meeting;

(VII) Not to abuse official powers to accept bribes or other unlawful income, and not to expropriate the Company’s property in any form, including (but not limited to) opportunity favorable to the Company;

(VIII) Not to accept commissions in connection with the Company’s transactions unless approval is obtained by a shareholders’ general meeting;

(IX) To observe the Articles of Association, fulfill duties honestly, protect the interests of the Company, and not to seek personal gains by using their positions and powers in the Company;

(X) Not to compete with the Company in any form unless approval is obtained by a shareholders’ general meeting;

(XI) Not to appropriate the monies of the Company or lend the same to others, not to deposit the Company’s assets in the accounts of their own or others, and not to use the Company’s assets as security for the personal debts of the shareholders of the Company or others; and

(XII) Unless approval is obtained by a shareholders’ general meeting, not to disclose any confidential information related to the Company acquired by them during their term of office; not to use the said information save for the interest of the Company; however, they may disclose such information to a court or other competent

government authorities in the following circumstances:

Required by law;
Required in the interests of the public; and
Required for the interests of the said directors, supervisors, the general manager and other senior executives.

Article 137 Directors, supervisors, general manager and other senior executives of the Company shall not tell the following persons or institutions (“connected persons”) to do anything that the directors, supervisors, general manager and other senior executives cannot do:

(I) Spouses or minor offspring of directors, supervisors, general manager and other senior executives of the Company;

(II) Trustees of directors, supervisors, general manager and other senior executives of the Company or persons set out in (I) herein;

(III) Partners of directors, supervisors, general manager and other senior executives of the Company or persons set out in (I) and (II) herein;

(IV) Companies effectively and independently controlled by directors, supervisors, general manager and other senior executives of the Company or companies effectively and jointly controlled by the persons set out in (I), (II) and (III) herein or other directors, supervisors, general manager and other senior executives of the Company; and

(V) Directors, supervisors, general manager and other senior executives of the companies as set out in (IV) herein;

Article 138 The honesty obligation of the directors, supervisors, general manager and other senior executives of the Company shall not necessarily end with the expiry of their terms of office, and their confidentiality obligation to the Company in respect of commercial secrets shall continue after expiry of their terms of office. Other obligations may continue for such period as the principle of fairness may require depending on the amount of time which has lapsed between the termination and the act concerned and the specific circumstances under which the relationship between the Company and them was terminated.

Article 139 The liability of directors, supervisors, general manager and other senior executives of the Company for breaching a given obligation may be waived by the shareholders’ general meeting which has knowledge of the circumstances, save for the circumstances specified in Article 51 of the Articles of Association.

Article 140 If directors, supervisors, general manager and other senior executives of the Company have any direct or indirect material interests in any contract, transaction or arrangement already concluded or under planning with the Company (exclusive of engagement contract with the Company), they shall responsively disclose the nature and extent of the said interests to the Board regardless whether the relevant matters are subject to approval by the Board in normal circumstances.

A director shall not vote on any resolution of the Board which approves the contract, transaction or arrangement or any other relevant suggestions where he/she or his/her close associates (as defined in the applicable Listing Rules which come into effect from time to time) own a material interest; and shall not be included into the quorum of the meeting.

Unless the directors, supervisors, general manager and other senior executives of the Company having material interests have disclosed to the Board as per aforesaid paragraph herein, and the said transaction is approved at the Board meeting at which they are not included into the quorum and do not vote, the Company shall have the right to cancel the said contract, transaction or arrangement, save for the circumstance in which the other parties are goodwill parties uninformed of the default of the relevant directors, supervisors, managers and other senior executives.

If the connected persons or associates of the directors, supervisors, general manager and other senior executives of the Company have any interests in a given contract, transaction or arrangement, the said directors, supervisors, general manager and other senior executives shall also be deemed as having interests.

Article 141 If, before the Company concludes relevant contract, transaction or arrangement for the first time, the directors, supervisors, general manager and other senior executives of the Company have notified the Board in writing that they will have interests in the contract, transaction or arrangement concluded by the Company in the future because of the reasons set out in the notice, they shall be deemed as

having executed disclosure as specified in the preceding paragraph of this chapter to the extent specified in the notice.

Article 142 The Company shall not pay taxes in any form for its directors, supervisors, general manager and other senior executives.

Article 143 The Company shall not directly or indirectly provide loan or loan guarantee to the directors, supervisors, general manager and other senior executives of the Company or its parent company, or to the connected persons of the aforesaid persons.

The preceding paragraph does not apply to the following circumstances:

(I) The Company provides loan or loan guarantee for its subsidiaries;

(II) The Company, in accordance with the engagement contracts approved at the general meeting, provides loan, loan guarantee or other monies to the directors, supervisors, general manager and other senior executives of the Company so that they may pay the expenses incurred for the Company or for fulfilling their duties for the Company; and

(III) If the normal business scope of the Company includes provision of loan and loan guarantee, the Company may provide loan and loan guarantee to relevant directors, supervisors, general manager and other senior executives and their connected persons, but the conditions for providing loan or loan guarantee shall be normal business conditions.

Article 144 If the Company provides loan in violation of the preceding article, the recipient of the loan shall return the same immediately to the Company regardless of the loan conditions.

Article 145 The Company shall not be forced to execute loan guarantee provided in violation of Paragraph 1 of Article 141 except in the following circumstances:

(I) The loan provider does not know that it has provided loan to the connected persons of the directors, supervisors, general manager and other senior executives of the Company or its parent company;

(II) The guarantee provided by the Company has been sold by the loan provider lawfully to a goodwill buyer.

Article 146 The guarantee as referred to in the preceding articles includes the act of the guarantor to undertake the responsibility or provide property to ensure that the obligor fulfils the obligations.

Article 147 If the directors, supervisors, general manager or other senior executives fail to fulfill the obligations to the Company, the Company shall have the right to take the following actions in addition to the rights and remedial measures under the relevant laws and administrative regulations:

(I) Require the relevant directors, supervisors, general manager or other senior executives to compensate the Company for the losses arising from their neglect of duty;

(II) Cancel the contracts or transactions concluded between the Company and the relevant directors, supervisors, general manager or other senior executives, or between the Company and a third person (if the third person knows or is supposed to know that the directors, supervisors, general manager or other senior executives representing the Company have breached their obligations to the Company);

(III) Require the relevant directors, supervisors, general manager or other senior executives to surrender gains arising from breach of obligations;

(IV) Recover monies, including (but not limited to) commissions, received by the relevant directors, supervisors, general manager or other senior executives but receivable by the Company;

(V) Require the relevant directors, supervisors, general manager or other senior executives to surrender interests earned or likely to be earned from monies payable to the Company

Article 148 The Company shall conclude written contracts with its directors and supervisors in relation to their remunerations, subject to prior approval at a general meeting. The aforesaid remunerations include:

(I) Remunerations as directors, supervisors or senior management of the Company;

(II) Remunerations as directors, supervisors or senior management of subsidiaries of the Company;

(III) Remunerations for providing other services for the Company and

subsidiaries thereof;

(IV) Compensations for the said directors or supervisors for losing their positions or for retirement.

Save as specified in the aforesaid contracts, the directors or supervisors shall not pursue legal action against the Company for the aforesaid interests.

The above mentioned written contract shall cover at least the following matters:

(I) Directors, supervisors or senior executives shall undertake to the Company to observe Company Law , Special Provisions , the Articles of Association, and Code on Takeovers and Mergers and Code on Share Repurchase approved, and agree that the Company is entitled to remedial measures under the Articles of Association and that the said contracts and their positions as director, supervisor or senior executive shall not be transferred;

(II) Directors, supervisors or senior executives shall undertake to the Company representing respective shareholders to fulfill their due duties for the shareholders as specified in the Articles of Association;

(III) Arbitration clauses specified in Chapter 21 of the Articles of Association.

Article 149 The Company shall specify in the contracts concluded with the directors or supervisors in relation to remunerations that if the Company is acquired, the directors or supervisors of the Company have the right to seek compensations or other monies for losing their positions or for retirement under the conditions approved at the general meeting.

(I) Tender offer of any person to all the shareholders; or

(II) Tender offer of any person to become a controlling shareholder of the Company. The definition of a controlling shareholder is the same as that in Article 52 of the Articles of Association.

Any monies received by the relevant directors or supervisors in violation of the provisions herein shall belong to those who sell their shares in response to the aforesaid tender offer, and the said directors or supervisors shall bear the expenses for distributing the said monies in proportion, which shall not be deducted from the said monies.

Chapter 15 Financial Accounting System and Profit Distribution

Article 150 The Company shall formulate its financial accounting system in accordance with relevant laws, administrative regulations and the PRC accounting standards formulated by the competent financial authority of the State Council.

Article 151 The fiscal year of the Company is Gregorian calendar year, i.e. from 1 January to 31 December every year.

The Company shall use Renminbi as the recording currency and the accounts shall be written in Chinese.

The Company shall prepare financial reports at the end of each fiscal year, which shall be audited according to law.

Article 152 The Board of the Company shall, at each annual general meeting, submit to the shareholders the financial reports prepared by the Company in accordance with the relevant laws, administrative regulations, normative documents issued by local governments and competent authorities.

Article 153 The financial reports of the Company shall be kept in the Company and accessible to the shareholders 20 days before convening of the annual general meeting. Every shareholder of the Company shall have the right to access the aforesaid financial reports.

The Company shall, at least 21 days before convening of the annual general meeting, send by prepaid mail to all holders of overseas listed foreign shares the aforesaid reports or directors’ reports and the balance sheet (including each document required by laws and regulations to be attached to the balance sheet) and income statement or income and expenditure statement; and the addresses of addressees shall be those recorded in the shareholders’ register.

Article 154 The financial statements of the Company shall be prepared in accordance with the PRC accounting standards and regulations as well as the international accounting standards or the accounting standards of the overseas listing place. If the financial statements prepared under the two accounting standards are discrepant significantly, such discrepancy shall be explained in the notes to the financial statements. The Company shall distribute the after-tax profit of the relevant fiscal year as per the less of the after-tax profits in the aforesaid two financial

statements.

Article 155 The interim results or financial data announced or disclosed by the Company shall be prepared in accordance with the PRC accounting standards and regulations as well as the international accounting standards or the accounting standards of the overseas listing place.

Article 156 In accordance with the provisions of Listing Rules, the Company shall release the annual performance announcement within three months after the end of a fiscal year and issue the interim results announcement within two months after the end of the first six months of each fiscal year; release annual report on internal magazine within four months after the end of a fiscal year; and publish interim report on internal magazine within three months after the end of the first six months of each fiscal year.

Article 157 The Company shall not establish account books other than the statutory account books.

Article 158 When the Company distributes its after-tax profits of the current year, it shall withdraw 10% of the profits as its statutory common reserve fund. Such recusal may be stopped when the statutory common reserve fund of the Company has accumulated to over 50% of the registered capital of the Company.

If the statutory common reserve fund is insufficient to make up for the losses of the preceding year, the profits of the current year shall first be used to make up for the said losses before any statutory common reserve fund is withdrawn as per the preceding paragraph.

After statutory common reserve fund is withdrawn out of the after-tax profits, discretionary common reserve fund may also be withdrawn out of the same as per a resolution made at a general meeting.

After the Company has made up its losses and made allocations to its statutory reserve fund, the remaining profits are distributed in proportion to the number of shares held by the shareholders.

If the Board of Shareholders, general meeting or the Board, in violation of the provisions in the preceding paragraph, distributes profits to shareholders before the

Company makes up for losses and withdraws statutory common reserve fund, the shareholders shall return the profits thus distributed to the Company.

The shares of the Company held by the Company shall not be subject to profit distribution.

Article 159 Capital reserve includes the following:

(I) Premium arising from issue above the par value of shares;

(II) Other revenues required by the competent financial authority under the State Council to be stated as capital reserve.

Article 160 The Company’s reserve fund shall be used to make up the Company’s losses, to expand the production and operation of the Company or to increase the capital of the Company by means of conversion. However, the Company shall not use its capital reserve fund to make up its losses.

When the statutory reserve fund is converted into share capital, the amount remaining in the reserve shall not be less than 25% of the Company’s registered capital prior to the increase.

Article 161 The Company may distribute dividends of the following forms:

(I) Cash;

(II) Shares;

(III) Other forms approved in laws, administrative regulations, departmental rules or Listing Rules .

Article 162 The cash dividends and other amounts paid by the Company to its shareholders of domestic shares shall be distributed in form of Renminbi. The cash dividends and other amounts paid by the Company to its shareholders of overseas listed foreign shares shall be calculated and declared in form of Renminbi and paid in foreign currency. All foreign currency required shall be handled in accordance with the relevant provisions of state foreign exchange administration.

Monies paid for any shares before dunning shall have dividends, but the holders of shares are not entitled to dividends announced later for the said monies.

Article 163 The dividends shall be distributed to shareholders by the Company in accordance with the regulations of China Tax Law. The tax payable of income from

shareholder’s dividends shall be withheld subject to the distributed amount.

Article 164 The Company shall appoint collection agents for holders of overseas listed foreign shares. The collection agents shall, on behalf of the related shareholders, collect dividends distributed by the Company for the overseas listed foreign shares and other payables.

The collection agents appointed by the Company shall meet the requirements of the laws or the stock exchange of the listing place.

The collection agents appointed by the Company for holders of foreign shares listed on the Hong Kong Stock Exchange shall be trust companies registered pursuant to Trustee Ordinance of Hong Kong.

For receiving of dividends by shareholders, provided that the relevant regulations of securities exchange stock are observed, the Company may exercise the right to seize dividends not collected, but the said right shall not be exercised before expiry of the applicable validity period.

The Company shall have the right to stop sending dividend coupons by post to a holder of overseas listed foreign shares when the dividend coupons are not cashed for two consecutive times. However, the Company may also exercise such a right when the dividend coupons are returned after they are sent to the addressee for the first time.

The Company shall have the right to sell the shares of the holders of overseas listed foreign shares who cannot be reached in a manner deemed as appropriate by the Board, but it shall comply with the following conditions:

(I) Dividends have been distributed for the said shares for at least three times in 12 years, but are not claimed in the said period; and

(II) Upon expiry of the 12-year period, the Company shall announce its intent to sell the shares in one or more newspapers at the listing place of the Company, and notify the stock exchange on which the said shares are listed.

Chapter 16 Appointment of Certified Public Accountants

Article 165 The Company shall appoint qualified independent certified public accountants to audit the annual financial reports and other financial reports of the Company. For the purpose of this Article of Association, the certified public accountants entrusted by the Company at any time shall act as the accountant.

The Company's first public accounting firm shall be appointed by the founding assembly prior to the first annual shareholders meeting. The tenure of such accounting firm shall be terminated at the end of the first annual shareholders meeting.

If the founding assembly fails to exercise the functions and powers, the Board of Directors shall exercise the functions and powers.

Article 166 The term of appointment of certified public accountants for the Company shall be from conclusion of one annual general meeting to conclusion of the next annual general meeting.

Article 167 The certified public accountants appointed by the Company shall have the following rights:

(I) To access the account books, records or vouchers of the Company at any time, and to ask directors, general manager or other senior executives to provide relevant documents and explanations;

(II) To ask the Company to take every action possible to obtain documents and explanations from its subsidiaries needed for the certified public accountants to perform their duties;

(III) To be present at general meetings, get notice of general meeting that any shareholder has the right to receive or other information relating to general meetings, and deliver speeches at any general meeting in relation to the matters concerning the certified public accountants.

Article 168 In the event of vacancy of certified public accountants, the Board may appoint certified public accountants to fill the said vacancy before convening of a general meeting. During duration of the said vacancy, if the Company has any incumbent certified public accountants, the said certified public accountants may still fulfill their duties.

Article 169 Regardless of the terms in the contract concluded between the certified public accountants and the Company, the general meeting may, through an ordinary resolution, dismiss the said certified public accountants before expiry of the term thereof. In the event of any rights claimed by the certified public accountants against the Company, the said rights shall not be affected.

Article 170 The remunerations of the certified public accountants or the method for determining the same shall be subject to the decision of the general meeting. The remunerations of the certified public accountants appointed by the Board shall be determined by the Board.

Article 171 Appointment, dismissal or non-appointment of certified public accountants by the Company shall be subject to decision at the general meeting and shall be filed with the securities regulatory authority under the State Council.

The general meeting shall comply with the following provisions in passing a resolution to appoint non-incumbent certified public accountants to fill any vacancy of certified public accountants or continue appointing certified public accountants appointed by the Board to fill the vacancy or dismiss incumbent certified public accountants before the expiry of its term:

(I) The proposal for appointment or dismissal shall, before the notice of general meeting is sent, be served to certified public accountants to be appointed or to terminate service or having terminated service in the relevant fiscal year. Termination of service shall include dismissal, resignation or retirement.

(II) If the certified public accountants about to terminate service make a written statement and request the Company to notify the shareholders of the said statement, the Company shall take the following actions unless the statement is received too late:

Describe in the notice issued for the resolution that the certified public accountants about to terminate service have made a statement; and
Send to the shareholders entitled to receive the notice of general meetings a copy of the statement as an attachment to the notice in the form specified in the Articles of Association.

(III) If the Company fails to send out the statement of the certified public accountants as per (II) herein, the relevant certified public accountants may require

that the said statement be read at the general meeting and may further lodge a complaint.

(IV) Certified public accountants about to terminate service have the right to attend the following meetings:

The general meeting at which their term of appointment expires;
The general meeting for filling vacancy because of their termination of service;

and

The general meeting held because of their resignation.

The certified public accountants about to terminate service have the right to receive all the notices of the aforesaid meetings or other information relating to the meetings, and deliver speeches at the meetings in relation to the matters concerning the certified public accountant.

Article 172 Where the Company dismisses or does not continue appointing the certified public accountants, a notice shall be given to the certified public accountants 15 days in advance, and the certified public accountants shall have the right to state their opinions to the general meeting. Where the certified public accountants tender their resignation, they shall state to the general meeting whether the Company has anything inappropriate.

The certified public accountants may resign by placing a written notice of resignation at the legal address of the Company. The said notice shall take effect on the date of delivery to the legal address of the Company or on a later date specified in the notice. The said notice shall include the following statements:

A statement that their resignation does not involve any information to be disclosed to the shareholders or creditors of the Company; or
A statement of any such information to be disclosed.

The Company shall send a copy of the written notice mentioned in the preceding paragraph to relevant competent authority within 14 days after receipt of the said notice. If the notice contains the statement mentioned in the two preceding paragraphs, the Company shall keep a copy of the said statement in the Company for reference by the shareholders. The Company shall also send a copy of the aforesaid statement to every shareholder who has the right to obtain the financial reports of the Company, as

per the addresses in the shareholders’ register.

If the notice of resignation of the certified public accountants contains the statement mentioned in the paragraphs herein, the certified public accountants may require the Board to convene an extraordinary general meeting to listen to their explanation about the resignation.

Chapter 17 Merger and Division of the Company

Article 173 In respect of the merger or division of the Company, the Board shall propose a plan and have it adopted following the procedure specified in the Articles of Association, and go through relevant examination and approval formalities pursuant to law. Any shareholder objecting to merger or division of the Company shall have the right to require the Company or the shareholders approving merger or division of the Company to buy his shares at a fair price. Resolution on merger or division of the Company shall be archived as special document for reference by the shareholders.

The aforesaid document shall also be served by post to holders of overseas listed foreign shares

Article 174 Merger of the Company may be in two forms: merger by absorption and merger by consolidation.

In the event of merger of the Company, the parties concerned shall conclude a merger agreement and prepare balance sheets and property inventories. The Company shall notify all creditors within 10 days after adoption of the merger resolution and shall make announcements in newspapers within 30 days.

The creditor’s rights and debts of the parties concerned after merger of the Company shall be inherited by the company subsisting after merger or by the newly established company.

Article 175 Where the Company is divided, its properties shall be divided accordingly.

In the event of division of the Company, the parties concerned shall conclude a division agreement and prepare balance sheets and property inventories. The

Company shall notify all creditors within 10 days after adoption of the division resolution and shall make announcements in newspapers within 30 days.

The companies after division shall bear joint liability for the debts of the Company before division.

Article 176 Change to registered particulars arising from a merger or division of the Company shall be registered with the company registration authority according to law. If the Company is dissolved, a cancellation of its registration shall be effected according to law. If a new company is established, registration of such establishment shall be effected according to law.

Chapter 18 Dissolution and Liquidation of the Company

Article 177 The Company shall be dissolved and liquidated according to law in any of the following circumstances:

(I) Expiration of business term;

(II) The general meeting has resolved to dissolve the Company;

(III) Merger or division of the Company entails dissolution;

(IV) The Company is declared bankrupt according to law because it is unable to pay its debts as they fall due;

(V) The Company is closed down due the violation of laws and administrative regulations in accordance with laws;

(VI) If the Company gets into serious trouble in operations and management and continuation may incur material losses of the interests of the shareholders, and no solution can be found through any other channel, the shareholders holding more than 10% of the total voting rights of the Company may request the people’s court to dissolve the Company.

Article 178 Where the Company dissolves pursuant to (I) and (II), a liquidation group shall be set up within 15 days and the members thereof shall be decided by an ordinary resolution at a general meeting.

If the Company is dissolved pursuant to (IV) of the preceding article, a

liquidation group comprising shareholders, relevant departments and relevant professionals shall be established by the people’s court in accordance with relevant laws to carry out the liquidation.

Article 179 If the Company is dissolved pursuant to (V) of the preceding article, a liquidation group comprising shareholders, relevant departments and relevant professionals shall be established by the people’s court in accordance with relevant laws to carry out the liquidation. If the Board decides to liquidate the Company (save for liquidation when the Company is declared bankrupt), the notice of general meeting to be held therefor shall contain a statement that the Board has made a thorough investigation on the conditions of the Company and that the Company may repay all its debts within 12 months after commencement of liquidation.

After the resolution on liquidation is adopted at the general meeting, the functions and powers of the Board shall terminate immediately.

The liquidation group shall, as per the instructions of the general meeting, report to the general meeting at least once a year about the revenues and expenses of the liquidation group, the businesses of the Company and the progress of liquidation, and deliver a final report to the general meeting at the end of liquidation.

Article 180 The liquidation group shall notify all creditors within 10 days after its establishment and shall make announcements in newspapers within 60 days. The creditors shall declare their creditor’s rights to the liquidation group within 30 days after receipt of the notice or within 45 days after announcement if the creditors haven’t received the notice.

To declare their creditor’s rights, the creditors shall explain matters relating to their rights and provide relevant evidential documents. The liquidation group shall register the creditor’s rights according to law.

During the period of declaration, the liquidation group shall not exercise liquidation against the creditor.

Article 181 During liquidation, the liquidation group shall exercise the following functions and powers:

(I) To examine and take possession of the assets of the Company and prepare a balance sheet and a property inventory;

(II) To inform creditors by notice or announcement;

(III) To deal with the outstanding businesses of the Company relating to liquidation;

(IV) To pay off the outstanding taxes;

(V) To settle creditor’s rights and debts;

(VI) To dispose of the remaining assets of the Company after repayment of debts;

(VII) To represent the Company in civil proceedings.

Article 182 After the liquidation group has examined and taken possession of the assets of the Company and prepared a balance sheet and a property inventory, it shall formulate a liquidation proposal and submit it to the general meeting or the relevant competent authority for confirmation.

The assets of the Company shall be liquidated in the following order of priority:

Liquidation expenses, employees’ salaries, social insurance expenses, statutory compensations, outstanding taxes, and the Company’s debts. The assets of the Company remaining after liquidation as specified in the preceding paragraphs shall be distributed to the shareholders as per the types of their shares and their shareholding percentages.

During the liquidation, the company shall not carry out any business operation that has nothing to do with liquidation.

Article 183 In the event of liquidation due to dissolution of the Company, after the liquidation group has examined and taken possession of the assets of the Company and prepared a balance sheet and a property inventory, if it discovers that the Company’s assets are insufficient to repay its debts in full, it shall immediately apply to the people’s court to declare the Company bankrupt.

Once the people’s court makes a ruling declaring the Company bankrupt, the liquidation group shall hand over the liquidation matters to the people’s court.

Article 184 After completion of liquidation of the Company, the liquidation group shall prepare a liquidation report and income and expenditure statements and account books in respect of the liquidation period and, after verification of the

Chinese certified public accountants, shall submit the same to the general meeting or the relevant competent authority for confirmation.

The liquidation group shall, within 30 days after obtaining confirmation from the general meeting or the relevant competent authority, submit the aforesaid documentation to the company registration authority, and apply to cancel registration of the Company and announce termination of the Company.

Chapter 19 Procedure for Amending Articles of Association

Article 185 The Company may amend the Articles of Association pursuant to the laws, administrative regulations, Listing Rules and the Articles of Association.

Article 186 The Company shall amend the Article of Association, if:

(I) The matters as prescribed in the Article of Association conflict with the amended laws and administrative regulations after amendment of the Company Law or the relevant laws and administrative regulations;

(II) The change of the Company’s situation conflicts with the matters as prescribed in the Article of Association;

(III) The shareholder’s meeting makes resolution to amend the Article of Association.

Article 187 The amendment of the Article of Association shall follow the procedures as below:

(I) The Board of Directors draws up the article to amend the plan in accordance with the Article of Association;

(II) To notice the shareholders of amendment of the plan and convene shareholder’s meeting for voting;

(III) To submit the amendment contents voted at the shareholder’s meeting for pass at special resolution.

The Board of Directors shall amend the Article of Association in accordance with the resolution with respect to the amendment of the Article of Association passed as the shareholder’s meeting and the approval opinions issued by the competent organ

concerned

Article 188 If the amendment to the Articles of Association involves any content of Mandatory Provisions , the said amendment shall be subject to approval by the company examination and approval authority authorized by the State Council and the securities regulatory authority under the State Council; if the amendment involves registration of the Company, the involved change shall be registered pursuant to law.

Chapter 20 Notice

Article 189 The notice of the Company, mailing and other written materials including but not limited to annual report, interim report, quart report, meeting notice, listing documents, shareholder notice, form of representative appointment and temporary announcement may be served as follows:

(I) By personal delivery;

(II) By post;

(III) By fax or email;

(IV) By announcement on the website designated by the Company and the Hong Kong Stock Exchange in accordance with the laws, administrative regulations and listing rules of the stock exchange at the location where the Company’s shares are listed;

(V) By newspaper and other designated media;

(VI) By other means approved by the relevant regulatory authority at the location where the Company’s shares are listed or stipulated in the Articles of Association.

Notwithstanding any other provisions contained in the Articles of Association in respect of the publishing or giving notice of any documents, circulars or other communications, the Company may choose to announce such corporate communications by means provided under item 4 of Article 1 in place of delivering written documents by hand or by post to each holder of overseas listed foreign shares, subject to relevant requirements of the securities regulatory authority at the location where the shares of the Company are listed.

Article 190 In the event that the relevant regulations of the securities regulatory authority of the place where the Company’s shares are listed requires such documents to be dispatched, mailed, distributed, issued, announced or by any other forms provided to the shareholders in both English and Chinese version, the Company may (in accordance with the preference of the shareholders concerned) dispatch only the English or the Chinese version to the shareholders concerned if the Company has made proper arrangements to confirm that the shareholders prefer to only receive either the English or the Chinese version and if such arrangements are within the scope and in accordance with the applicable laws and regulations.

Article 191 For notices of the Company delivered by hand, an acknowledgement of receipt shall be signed (or stamped) by the recipient and the date of delivery shall be the date on which the acknowledgement is signed; for notices delivered by post, the date of delivery shall be the fifth working day from the mail is delivered to the post office; for notices delivered by express, the date of delivery shall be the third working day from the notice is delivered to the express service providers; for notices delivered by email, the date of delivery shall be the date on which the email is successfully sent to the email address specified by the recipient for the first time, and for notices delivered by way of announcements, the date of delivery shall be the date of first publication.

Any notices of the Company which are made in the form of a public announcement shall be deemed to have been received by all relevant persons once it is published. The announcements required to be given by the Listing Rules the holders of overseas listed foreign shares shall be published on the website of Hong Kong Stock Exchange via the electronic system of Hong Kong Stock Exchange by submitting electronic version.

Article 192 The accidental omission to give notice of meeting to, or non-receipt of notice of meeting by, any person entitled to receive notice shall not invalidate the meeting and the resolutions adopted at the meeting.

Chapter 21 Settlement of Disputes

Article 193 The Company shall settle disputes following the rules below:

(I) In the event of any dispute or claim between the Company and a director, supervisor, general manager or senior executive, between a holder of overseas listed foreign shares and the Company, between a holder of overseas listed foreign shares and a director, supervisor or senior executive of the Company, and between a holder of overseas listed foreign shares and a holder of domestic shares arising from rights and obligations specified in the Articles of Association, contracts concluded according to the Articles of Association, Company Law and other relevant laws and administrative regulations and relating to the affairs of the Company, the parties concerned shall submit the said dispute or claim for arbitration.

The aforesaid dispute or claim submitted for arbitration shall be the entire dispute or claim; all the persons who complain for the same reason or who are required to participate in the settlement of the dispute or claim shall accept the arbitration award if they are the Company or its shareholders, directors, supervisors, general manager or senior executives.

Disputes relating to definition of shareholders and shareholders’ register may be settled by means other than arbitration.

(II) The applicant for arbitration may select China International Economic and Trade Arbitration Commission for arbitration following the arbitration rules thereof or select Hong Kong International Arbitration Centre for arbitration following the securities arbitration rules thereof. After the applicant for arbitration submits the dispute or claim for arbitration, the other party shall accept arbitration at the arbitral body selected by the applicant.

If the applicant for arbitration selects Hong Kong International Arbitration Centre for arbitration, either party may request that the arbitration be conducted in Shenzhen following the securities arbitration rules of Hong Kong International Arbitration Centre.

(III) Settlement of disputes or claims set out in (I) by way of arbitration shall be governed by PRC laws save as otherwise specified by laws and administrative regulations.

(IV) The arbitration award made by the arbitral body shall be final and binding on both parties.

Chapter 22 Supplementary Provisions

Article 194 The Articles of Association is written in Chinese. In case of any discrepancies among the various versions in different languages, the latest Chinese version approved by and registered with the Administration for Industry & Commerce of Fuzhou shall prevail.

Article 195 The phrases “more than”, “within” and “less than” as mentioned in the Articles of Association are inclusive while “exceeding”, “unsatisfied”, “beyond” and “not lower than” are exclusive.

Article 196 The Articles of Association shall be subject to the interpretation of the Board of the Company. Any matters not covered herein shall be approved at shareholders meeting through the Board;

Article 197 Should there be any inconsistency between the Articles of Association and relevant laws, administrative regulations, other relevant normative documents and the rules of the stock exchange on which the Company’s shares are listed in respect of the issue, the latter shall prevail.

Article 198 For purposes of the Articles of Association, the “accounting firm” has the same meaning as the “auditor”.

AI assistant

Flat Glass Group Co., Ltd. Governance Information 2016

51063_rns_2016-06-28_5c1c99bc-8646-4b20-8627-42c77e6b8ae5.pdf

FLAT GLASS GROUP CO., LTD.

Articles of Association

CONTENTS

ARTICLES OF ASSOCIATION

of

FLAT GLASS GROUP CO., LTD.

Chapter 1 General Provisions

Chapter 2 Objective and Scope of Business

Chapter 3 Shares and Registered Capital

Chapter 4 Decrease and Buyback of Shares

Chapter 5 Financial Assistance to Acquire Shares of the Company

Chapter 6 Shares and Shareholders’ Register

Chapter 7 Rights and Obligations of Shareholders

Chapter 8 General Meetings

Chapter 9 Special Voting Procedures for Class Shareholders

Chapter 10 Board of Directors

(VI) Proposed by the general manager.

Chapter 11 Secretary to the Board of Directors

Chapter 12 General Manager of the Company

Chapter 13 Supervisory Committee

Chapter 14 Qualifications and Duties of Directors, Supervisors, General Manager and Other Senior Executives of the Company

Chapter 15 Financial Accounting System and Profit Distribution

Chapter 16 Appointment of Certified Public Accountants

Chapter 17 Merger and Division of the Company

Chapter 18 Dissolution and Liquidation of the Company

Chapter 19 Procedure for Amending Articles of Association

concerned

Chapter 20 Notice

Chapter 21 Settlement of Disputes

Chapter 22 Supplementary Provisions

AI assistant

Flat Glass Group Co., Ltd. — Governance Information 2016

51063_rns_2016-06-28_5c1c99bc-8646-4b20-8627-42c77e6b8ae5.pdf

FLAT GLASS GROUP CO., LTD.

Articles of Association

CONTENTS

ARTICLES OF ASSOCIATION

of

FLAT GLASS GROUP CO., LTD.

Chapter 1 General Provisions

Chapter 2 Objective and Scope of Business

Chapter 3 Shares and Registered Capital

Chapter 4 Decrease and Buyback of Shares

Chapter 5 Financial Assistance to Acquire Shares of the Company

Chapter 6 Shares and Shareholders’ Register

Chapter 7 Rights and Obligations of Shareholders

Chapter 8 General Meetings

Chapter 9 Special Voting Procedures for Class Shareholders

Chapter 10 Board of Directors

(VI) Proposed by the general manager.

Chapter 11 Secretary to the Board of Directors

Chapter 12 General Manager of the Company

Chapter 13 Supervisory Committee

Chapter 14 Qualifications and Duties of Directors, Supervisors, General Manager and Other Senior Executives of the Company

Chapter 15 Financial Accounting System and Profit Distribution

Chapter 16 Appointment of Certified Public Accountants

Chapter 17 Merger and Division of the Company

Chapter 18 Dissolution and Liquidation of the Company

Chapter 19 Procedure for Amending Articles of Association

concerned

Chapter 20 Notice

Chapter 21 Settlement of Disputes

Chapter 22 Supplementary Provisions

More from Flat Glass Group Co., Ltd.

Flat Glass Group Co., Ltd. Governance Information 2016